0001193125-24-044515.txt : 20240223 0001193125-24-044515.hdr.sgml : 20240223 20240223161432 ACCESSION NUMBER: 0001193125-24-044515 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 49 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 EFFECTIVENESS DATE: 20240301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iShares, Inc. CENTRAL INDEX KEY: 0000930667 ORGANIZATION NAME: IRS NUMBER: 510396525 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09102 FILM NUMBER: 24671335 BUSINESS ADDRESS: STREET 1: 400 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 670-2000 MAIL ADDRESS: STREET 1: 400 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: iSHARES INC DATE OF NAME CHANGE: 20070126 FORMER COMPANY: FORMER CONFORMED NAME: ISHARES INC DATE OF NAME CHANGE: 20000516 FORMER COMPANY: FORMER CONFORMED NAME: WEBS INDEX FUND INC DATE OF NAME CHANGE: 19970211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iShares, Inc. CENTRAL INDEX KEY: 0000930667 ORGANIZATION NAME: IRS NUMBER: 510396525 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-97598 FILM NUMBER: 24671334 BUSINESS ADDRESS: STREET 1: 400 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 670-2000 MAIL ADDRESS: STREET 1: 400 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: iSHARES INC DATE OF NAME CHANGE: 20070126 FORMER COMPANY: FORMER CONFORMED NAME: ISHARES INC DATE OF NAME CHANGE: 20000516 FORMER COMPANY: FORMER CONFORMED NAME: WEBS INDEX FUND INC DATE OF NAME CHANGE: 19970211 0000930667 S000033806 iShares J.P. Morgan EM Local Currency Bond ETF C000104446 iShares J.P. Morgan EM Local Currency Bond ETF LEMB 0000930667 S000036776 iShares J.P. Morgan EM Corporate Bond ETF C000112502 iShares J.P. Morgan EM Corporate Bond ETF CEMB 0000930667 S000036777 iShares J.P. Morgan EM High Yield Bond ETF C000112503 iShares J.P. Morgan EM High Yield Bond ETF EMHY 0000930667 S000036906 iShares US & Intl High Yield Corp Bond ETF C000112949 iShares US & Intl High Yield Corp Bond ETF GHYG 0000930667 S000036907 iShares International High Yield Bond ETF C000112950 iShares International High Yield Bond ETF HYXU 485BPOS 1 d635273d485bpos.htm FORM 485BPOS Form 485BPOS

As filed with the U.S. Securities and Exchange Commission on February 23, 2024
File Nos. 33‑97598 and 811‑09102
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM N-1A
REGISTRATION STATEMENT
UNDER
   THE SECURITIES ACT OF 1933       
   Post-Effective Amendment No. 532       
and/or
REGISTRATION STATEMENT
UNDER
   THE INVESTMENT COMPANY ACT OF 1940       
   Amendment No. 534       
(Check appropriate box or boxes)
 
 
iShares, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
c/o BlackRock Fund Advisors
400 Howard Street
San Francisco, CA 94105
(Address of Principal Executive Office)(Zip Code)
Registrant’s Telephone Number, including Area Code: (415) 670‑2000
The Corporation Trust Incorporated
2405 York Road
Suite 201
Lutherville-Timonium, Maryland 21093
(Name and Address of Agent for Service)
 
 
With Copies to:
 
MARGERY K. NEALE, ESQ.
BENJAMIN J. HASKIN, ESQ.
ANNE C. CHOE, ESQ.
WILLKIE FARR &
GALLAGHER LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019-6099
 
MARISA ROLLAND, ESQ.
BLACKROCK FUND
ADVISORS
400 HOWARD STREET
SAN FRANCISCO, CA 94105
 
 
It is proposed that this filing will become effective (check appropriate box):
 
☐   Immediately upon filing pursuant to paragraph (b)
  
☒   On March 1, 2024 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:
 
 
The post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 
 
 

March 1, 2024
 
 
2024 Prospectus
iShares, Inc.
• iShares International High Yield Bond ETF | HYXU | CBOE BZX

The Securities and Exchange Commission (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.




Table of Contents
Markit® and iBoxx® are the registered trademarks of Markit Group Limited and Markit Indices Limited respectively and have been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates.
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iSHARES® INTERNATIONAL HIGH YIELD BOND ETF
Ticker: HYXUStock Exchange: Cboe BZX
Investment Objective
The iShares International High Yield Bond ETF (the Fund) seeks to track the investment results of an index composed of euro, British pound sterling and Canadian dollar-denominated, high yield corporate bonds.
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, Inc. (the Company) 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.
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
Total Annual
Fund
Operating
Expenses
0.40%
None
0.00%
0.40%

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%.
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
5 Years
10 Years
$41
$128
$224
$505
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Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 33% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to track the investment results of the Markit iBoxx Global Developed Markets ex-US High Yield Index (the Underlying Index), which is a rules-based index consisting of high yield (as determined by Markit Indices Limited (the Index Provider or Markit)) corporate bonds denominated in euros, British pounds sterling and Canadian dollars. The Underlying Index is designed to provide a broad representation of the global ex-U.S. dollar high yield corporate bond market. High yield bonds are also known as junk bonds. The Underlying Index is made up of corporate bonds that are issued by companies domiciled in countries classified as developed markets by the Index Provider. Bonds must be from issuers with at least $1 billion face value of debt outstanding. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no limit to the number of issues in the Underlying Index. As of October 31, 2023, a significant portion of the Underlying Index is represented by securities of
companies in the financials and telecommunications industries or sectors. The components of the Underlying Index are likely to change over time.
The Fund may invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
The Fund, under normal market conditions, will invest at least 40% of its assets in issuers organized or located outside the U.S. or doing business outside the U.S.
The maturities of the securities in the Underlying Index range from 1-15 years. As of October 31, 2023, the weighted average maturity of the securities in the Underlying Index was 7.13 years, and the weighted average life of these securities (which includes the impact of calls) was 3.61 years.
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund.
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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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Underlying Index is sponsored by Markit, which isindependent of the Fund and BFA. The Index Provider
determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
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, 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.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service,
S-3


Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund.
Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent years heightens the risks associated with rising interest rates.
Risk of Investing in Developed Countries. The 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 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.
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, public health issues, recessions, the prospect or occurrence of a sovereign default or other financial
S-4


crisis, or other events could have a significant impact on the Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions
directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
S-5


Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
Financials Sector Risk. The performance of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, adverse public perception, exposure concentration and decreased liquidity in
credit markets. The impact of changes in regulation of any individual financial company, or of the financials sector as a whole, cannot be predicted. 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 the Fund.
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted
S-6


by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take 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 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.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund
has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to European Economic Risk.
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
S-7


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.
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European Economic Risk and North American Economic Risk.
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.
Telecommunications Sector Risk. Companies in the telecommunications sector may be affected by industry competition, substantial capital requirements, government regulation and obsolescence of telecommunications products and services due to technological advancement.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index.
Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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
S-8


other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or
lower or higher redemption proceeds, than they would have received had the securities 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
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
Calendar Year by Year Returns
The best calendar quarter return during the periods shown above was 14.55% in the 4th quarter of 2022; the worst was -15.82% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
S-9


Average Annual Total Returns
(for the periods ended December 31, 2023)
 
One Year
Five Years
Ten Years
(Inception Date: 4/3/2012)
 
 
 
Return Before Taxes
16.08%
2.44%
0.78%
Return After Taxes on Distributions1
14.50%
1.64%
-0.01%
Return After Taxes on Distributions and Sale of Fund
Shares1
9.51%
1.54%
0.25%
Markit iBoxx Global Developed Markets ex-US High
Yield Index (Index returns do not reflect deductions for
fees, expenses, or taxes)
16.57%
2.76%
1.04%

1
After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
S-10


Management
Investment Adviserand Sub-Adviser. The Fund's investment adviser is BFA. The Fund’s sub-adviser is BlackRock International Limited (BIL or the Sub-Adviser).
Portfolio Managers. James Mauro and Karen Uyehara (the Portfolio Managers) are primarily responsible for the day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Mr. Mauro and Ms. Uyehara have been Portfolio Managers of the Fund since 2012 and 2021, respectively.
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 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 Fund
This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com.
BFA is the investment adviser to the Fund and BIL is the Sub-Adviser to the Fund. Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (Cboe BZX). The market price for a share of the Fund may be different from the Fund’s most recent NAV.
ETFs are funds that trade like other publicly traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the 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 Fund may be purchased or redeemed directly from the Fund 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 the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program.
An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund's use of representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment.
Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. Replication is an indexing strategy in which a fund invests in substantially all of the
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securities in its underlying index in approximately the same proportions as in the underlying index.
An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates.
The Fund's investment objective and the Underlying Index may be changed without shareholder approval.
A Further Discussion of Principal Risks
The 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. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. The Fund discloses its portfolio holdings daily at www.iShares.com.
Asian Economic Risk. Certain Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.
Asset Class Risk. The securitiesand other assets in the Underlying Index or in the 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
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controls. This may cause the Fund to underperform other investment vehicles that invest in different asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be 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 because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s income, or in securities with greater risks or with other less favorable features.
Concentration Risk. The Fund’s investments will generally follow the weightings of the Underlying Index, which may result in concentration of the Fund’s investments in a small group of countries. To the extent that its investments are concentrated the Fund may be more adversely affected by the underperformance of those bonds, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
Credit Risk. Credit risk is the risk that the issuer or guarantor of a debt instrument or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor its obligations.
The Fund’s portfolio will include below investment-grade bonds, which generally are subject to greater levels of credit risk than higher rated securities. There is the chance that the Fund’s holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), or that the market’s perception of an issuer’s creditworthiness may worsen, potentially reducing the Fund’s income level and share price. Debt instruments are subject to varying degrees of credit risk, depending on the issuer’s or counterparty’s financial condition and on the terms of the obligation, which may be reflected in their credit ratings.
Currency Risk. Because the Fund's NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency, even if such currency value of the Fund's holdings in that
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market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a strong U.S. dollar will reduce returns for U.S. investors, while a weak U.S. dollar will increase those returns. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund’s NAV may change quickly and without warning.
Cybersecurity Risk. The Fund,Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related cyber risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the 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. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity failures by, or breaches of, the systems of the Fund's adviser, distributor and other service providers (including, but not limited to, index and benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the 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, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, 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 cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the
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Fund, issuers in which the Fund invests, the Index Provider, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.
European Economic Risk. The Economic and Monetary Union (the eurozone) of the European Union (the EU) requires compliance by member states that are members of the eurozone with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every country in Europe, including those countries that are not members of the eurozone. Additionally, European countries outside of the eurozone may present economic risks that are independent of the indirect effects that eurozone policies have on them. In particular, the United Kingdom's (the U.K.) economy may be affected by global economic, industrial and financial shifts. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of eurozone countries), the default or threat of default by an EU member state on its sovereign debt and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European financial markets have historically experienced volatility and adverse trends due to concerns about economic downturns or government debt levels in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have affected and may in the future adversely affect the exchange rate of the euro and may significantly affect European countries.
Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, may limit future growth and economic recovery or may have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The U.K. left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including, for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be
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significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
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 the 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.
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Geographic Risk. Some of the companies in which the Fund invests are located in parts of the world that have historically been prone to natural disasters, such as earthquakes, tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are economically sensitive to environmental events. Any such event may adversely impact the economies of these geographic areas or business operations of companies in these geographic areas, causing an adverse impact on the value of the Fund.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody’s), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
The major risks of high yield securities investments include:
High yield securities may be issued by less creditworthy issuers. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment-grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of high yield securities holders, leaving few or no assets available to repay high yield securities holders.
Prices of high yield securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of high yield securities than on other higher rated fixed-income securities. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.
Issuers of high yield securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
High yield securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems high yield securities held by the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
High yield securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the high yield securities market, and there may be significant differences in the prices quoted for high yield securities by the dealers. Because high yield securities may be less liquid than higher rated fixed-income securities, judgment may play a greater role in valuing certain of the Fund's securities than is the case with securities trading in a more liquid market.
The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
Illiquid Investments Risk. The 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 the 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
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investment. Liquid investments may become illiquid after purchase by the 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 the Fund, and any security or instrument held by the Fund may be deemed an illiquid investment pursuant to the Fund’s liquidity risk management program. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the 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 the Fund invests in securities or instruments with substantial market and/or credit risk, the 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 the Fund primarily seeks to redeem shares of the Fund on an in-kind basis, if the Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, the Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from the Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as the Fund, causing increased supply of the Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund's NAV.
Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds, as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds. The Index Provider’s substitution of bonds in the Underlying Index may occur, for example, when the time to maturity for the bond no longer matches the Underlying Index’s stated maturity guidelines.
Index-Related Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with
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the Index Provider’s methodology. BFA’s mandate as described in this Prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BFA. BFA does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.
Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance to the Underlying Index. This could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
Indexing Investment Risk. The Fund is not actively managed and may be affected by a general decline in market segments related to the Underlying Index. The Fund invests in securities included in, or representative of, the Underlying Index, regardless of their investment merits. BFA generally does not attempt to invest the Fund's 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
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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 the 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 Fund invests will have an impact on the Fund and its investments and will impact the 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 the Fund’s investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in 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.
Interest Rate Risk. If interest rates rise, the value of fixed-income securities or other instruments held by the Fund would likely decrease. A measure investors commonly use to determine this price sensitivity is called duration. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes, usually making their prices more volatile than those of securities with shorter durations. For example, if a bond has a duration of five years and interest rates rise, the price of the bond will likely decline by a greater percentage than if the bond had a one year duration. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer duration, rising interest rates may cause the value of the Fund's investments to decline significantly, which would adversely affect the value of the Fund. An increase in interest rates may lead to heightened volatility in the fixed-income markets and adversely affect certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. In addition, decreases in fixed-income dealer market-making capacity may lead to lower trading volume, heightened volatility, wider bid-ask spreads and less transparent pricing in certain fixed-income markets.
The historically low interest rate environment in recent years was created in part by the world’s major central banks keeping their overnight policy interest rates at, near or below zero percent and implementing monetary policy facilities, such as asset
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purchase programs, to anchor longer-term interest rates below historical levels. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are set at low levels and the market prices of portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. Central banks may increase their short-term policy rates or begin phasing out, or tapering, accommodative monetary policy facilities in the future. The timing, coordination, magnitude and effect of such policy changes on various markets are uncertain, and such changes in monetary policy may adversely affect the value of the Fund’s investments.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the 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. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities 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.
Management Risk. Because BFA uses a representative sampling indexing strategy, the Fund will not fully replicate the Underlying Index and may hold securities not included in the Underlying Index. As a result, the Fund is subject to the risk that BFA’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.
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. 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, regions, markets, industries, sectors or asset classes, as applicable. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV. Changes in market and economic conditions generally do not have the same impact on all types of instruments and assets.
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Market Trading Risk.
Absence of Active Market. Although shares of the 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 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 Fund's 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 the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The 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 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 the Fund may trade in the secondary market at times when the Fund does 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 Fund accepts purchase and redemption orders.
Secondary market trading in Fund shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in 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 the 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 the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund.
Shares of the Fund May Trade at Prices Other Than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Fund's shares fluctuates continuously throughout trading hoursbased on both market supply of and demand for Fund shares and the underlying value of the Fund's portfolio holdings or NAV. As a result, the trading prices of the Fund’s shares may deviate significantly from NAV during periods of market volatility, including during periods of significant redemption requests or other unusual market conditions. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be created and redeemed in
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Creation Units at NAV, BFA believes that large discounts or premiums to the NAV of the Fund 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 the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund's 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 the Fund that differ significantly from its NAV. Authorized Participants may be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or its underlying investments, which may contribute to the 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 the 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 the 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.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.
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North American Economic Risk. A decrease in imports or exports, changes in trade regulations or an economic recession in any North American country can have a significant economic effect on the entire North American region and on some or all of the North American countries in which the Fund invests.
The U.S. is Canada's and Mexico's largest trading and investment partner. The Canadian and Mexican economies are significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade Agreement (NAFTA) in 1994 among Canada, the U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments including the implementation of tariffs by the U.S. and the renegotiation of NAFTA in the form of the United States-Mexico-Canada Agreement (USMCA), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic outlook and, as a result, the value of securities held by the Fund. Policy and legislative changes in one country may have a significant effect on North American markets generally, as well as on the value of certain securities held by the Fund.
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.
Reliance on Trading Partners Risk. Many countries or regions in which the Fund invests are dependent on trade with certain key trading partners. Reduction in spending on the products and services of the countries, institution of tariffs or other trade barriers by any of their key trading partners or a slowdown in the economies of any of their key trading partners may cause an adverse impact on the economies of the countries.
Risk of Investing in Developed Countries. 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 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 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 the 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
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certain commodities and regulations impacting the import of commodities may negatively affect developed country economies.
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. If the 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 the Fund could cause the Fund to incur elevated transaction costs for the Fund and negative tax consequences for its shareholders.
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.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a securityor other asset may differ from the Fund's valuation of the security or other asset and from the
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value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 or during time periods when the Fund does not price its shares, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. In addition, for purposes of calculating the Fund's NAV, the value of assets denominated in non-U.S. currencies is translated into U.S. dollars at the prevailing market rates. This translation may result in a difference between the prices used to calculate the Fund's NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund's performance and the performance of the Underlying Index. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
A Further Discussion of Other Risks
The 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.
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 the Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit the 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 the Fund.
Consumer Goods Industry Risk. Companies in the consumer goods industry may be strongly affected by social trends, marketing campaigns and other factors affecting consumer demand. Governmental regulation affecting the use of various food additives may affect the profitability of certain consumer goods companiesrepresented in the Underlying Index. Many consumer goods may be marketed globally, and consumer goods companies may be affected by the demand and market conditions in other countries and regions.
Consumer Services Industry Risk. The success of firms in the consumer services industry and certain retailers (including food and beverage, general retailers, media, and travel and leisure companies) is tied closely to the performance of the domestic and international economies, interest rates, exchange rates and consumer confidence. The consumer services industry depends heavily on disposable household income and
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consumer spending. Companies in the consumer services industry may be subject to severe competition, which may also have an adverse impact on their profitability. Companies in the consumer services industry are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. Changes in consumer demographics and preferences in the countries in which the issuers of securities held by the Fund are located and in the countries to which they export their products may affect the success of consumer products.
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.
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.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Fund’s adviser or an affiliate of the Fund’s adviser, a market maker, or another entity, may from time to time
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own or manage a substantial amount of Fund shares or may invest in the Fund and hold their investment 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 the Fund would be maintained. Redemptions of a large number of Fund shares by these shareholders may adversely affect the Fund’s liquidity and net assets. To the extent the Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or 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. The Fund also may be required to sell its more liquid Fund 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 shares on the secondary market, such transactions may account for a large percentage of the trading volume for the shares of the Fund and may, therefore, have a material upward or downward effect on the market price of the Fund 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.
Threshold/Underinvestment Risk. If certain aggregate and/or fund-level ownership thresholds are reached through transactions undertaken by BFA, its affiliates or the 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 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 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 Fund’s portfolio holdingscompared to the performance of the Underlying Index. This may increase the risk of the Fund being underinvested to the Underlying Index and increase the risk of tracking error.
For example, in certain circumstances where the 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 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 Company's policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund's Statement of Additional Information (SAI). The Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing information regarding the 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 Fund. BFA provides an investment program for the Fund and manages the investment of the Fund’s assets. In managing the Fund, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve the 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 Company (entered into on behalf of the Fund), BFA is responsible for substantially all expenses of the Fund, 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 Directors who are not interested persons of the Company). Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any.
For the fiscal year ended October 31, 2023, BFA was paid a management fee from the Fund, as a percentage of the Fund’s average daily net assets, at the annual rate of 0.40%.
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 has entered into a sub-advisory agreement with the Sub-Adviser, an affiliate of BFA, under which BFA pays the Sub-Adviser for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement or (ii) an amount based on the cost of the services provided. The Sub-Adviser, subject to the supervision and oversight of the Company's Board of Directors (the Board) and BFA, is primarily responsible for the execution of securities transactions outside the U.S. and Canada and may, from time to time, participate in the management of specified assets in the Fund’s portfolio. If the Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive from BFA an amount equal to 20% of BFA’s management fee, and if the Sub-Adviser
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provides services related solely to trading, then it is entitled to receive from BFA an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser.
BFA is located at 400 Howard Street, San Francisco, CA 94105. It is an indirect wholly-owned subsidiary of BlackRock, Inc. (BlackRock). As of December 31, 2023, BFA and its affiliates provided investment advisory services for assets of approximately $10.0 trillion. BIL is an investment adviser located in the U.K. at Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL, Scotland 011 44 131 472 7200. The Sub-Adviser is a registered investment adviser and a commodity pool operator organized in 1999. BFA, the Sub-Adviser, and their affiliates trade and invest for their own accounts in the actual securities and types of securities in which the Fund 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 BFAand the Sub-Advisory Agreement between BFA and the Sub-Adviser is available in the Fund's Annual Report for the period ended October 31.
Portfolio Managers. James Mauro and Karen Uyehara are primarily responsible for the day-to-day management of the Fund. 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 teams 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.
James Mauro has been employed by BFA or its affiliates as a portfolio manager since 2011. Prior to that, Mr. Mauro was a Vice President at State Street Global Advisors. Mr. Mauro has been a Portfolio Manager of the Fund since 2012.
Karen Uyehara has been employed by BFA or its affiliates as a senior portfolio manager since 2010. Prior to that, Ms. Uyehara was a portfolio manager at Western Asset Management Company (WAMCO). Ms. Uyehara has been a Portfolio Manager of the Fund since 2021.
The Fund's 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 Fund.
Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Fund. JPMorgan Chase Bank, N.A. serves as custodian for the Fund 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 accounts they manage, may present conflicts of interest that could disadvantage the Fund and its 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 Fund. 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
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interests or the interests of their clients may conflict with those of the Fund. 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 Fund may directly or indirectly invest. The Fund 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 Fund 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 Fund 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 Fund or who engage in transactions with or for the Fund, 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 Fund and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. 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 Fund 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 Fund 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 Fund.
Neither BlackRock nor any Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with the Fund for appropriate investment opportunities. The results of the Fund's 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 Fund 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 Fund 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 Fund. 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 Fund.
The Fund's 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.
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Under an ETF Services Agreement, the Fund has 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 Fund (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.
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 Fund. The price, availability, liquidity, and (in some cases) expense ratio of the Fund may be impacted by purchases and sales of the Fund 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 Fund and its 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 Fund, 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 Fund may be acquired or redeemed directly from the 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 the Fund. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
Shares of the 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 Company does not impose any minimum investment for shares of the Fund purchased on an exchange or otherwise in the secondary market. The Fund's shares trade under the ticker symbol HYXU.
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 Fund 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 the 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
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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.
The 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 the 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, the 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 the 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 the 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. The Fund’s primary listing exchange is Cboe BZX.
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. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in SEC rules. In order for a registered investment company to invest in shares of the Fund beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the 1940 Act, the registered investment company must, among other things, enter into an agreement with the Company. 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.
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Book Entry. Shares of the Fund 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 the Fund.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. 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 the 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 underlying securities held by the Fund, economic conditions and other factors.
Determination of Net Asset Value. The NAV of the 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 the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held by the 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.
The Fund values fixed-income portfolio securities using last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by the Fund's approved independent third-party pricing services, each in accordance with BFA's valuation policies and procedures. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots often trade at lower prices than institutional round lots. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless BFA determines in good faith that such method does not represent fair value.
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
24


NYSE. The values of such securities used in computing the NAV of the Fund 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 the 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 the 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, the 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 the 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 the 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. Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Underlying Index.
Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at least once a year by the Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Company may make distributions on a more frequent basis for the Fund. The Company reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends and other distributions on shares of the 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 the Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Company. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the 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
25


service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares of the 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 Fund will be taxed. The tax information in this Prospectus is provided as general information, based on current law. There is no guarantee that shares of the Fund will receive certain regulatory or accounting treatment. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund.
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 the Fund makes distributions or you sell Fund shares.
Taxes on Distributions. Distributions from the Fund’s net investment income, including distributions out of the Fund's net short-term capital gains, if any, are taxable to you as ordinary income. The Fund's distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the shares. 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. Distributions from the Fund are subject to a 3.8% U.S. federal Medicare contribution tax on net investment income, for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts. 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.
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 the 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 the Fund’s minimum distribution requirements, but not in excess of the 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 will 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 the Fund as capital assets.
26


Dividends, interest and capital gains earned by the Fund with respect to securities issued by non-U.S. issuers may give rise to withholding, capital gains 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 the 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.), generally the Fund may pass through to you certain non-U.S. income taxes (including withholding taxes) paid by the Fund. This means that you would be considered to have received as an additional dividend your share of such non-U.S. taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your U.S. federal income tax.
For purposes of foreign tax credits for U.S. shareholders of the Fund, foreign capital gains taxes may not produce associated foreign source income, limiting the availability of such credits for U.S. persons.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. entity (other than a pass-through entity to the extent owned by U.S. persons), the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. federal 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 the 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 U.S. Internal Revenue Service (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 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 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.
27


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.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Fund 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 Fund's Distributor, an affiliate of BFA. 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 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 the 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). The Fund may, in certain circumstances, offer Creation Units partially or solely for cash. Except when aggregated in Creation Units, shares are not redeemable by the Fund. Creation and redemption baskets may differ and the Fund will accept custom baskets. More information regarding custom baskets is contained in the Fund's 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 the Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of the 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 the Fund's instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the 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
28


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 Fund's SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of the 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.
29


Distribution
The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001.
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 Fund 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 Fund. 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 Fund or other iShares funds over another investment. More information regarding these payments is contained in the Fund's 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.
30


Financial Highlights
The financial highlights table is intended to help investors understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report is included, along with the Fund's financial statements, in the Fund's Annual Report (available upon request).
Financial Highlights
(For a share outstanding throughout each period)
 
iShares International High Yield Bond ETF
 
Year Ended
10/31/23
Year Ended
10/31/22
Year Ended
10/31/21
Year Ended
10/31/20
Year Ended
10/31/19
Net asset value, beginning of
year
$39.74
$54.74
$51.94
$51.05
$50.66
Net investment income(a)
2.07
1.38
1.44
1.42
1.51
Net realized and unrealized
gain (loss)(b)
4.30
(14.76
)
2.18
0.09
0.82
Net increase (decrease) from
investment operations
6.37
(13.38
)
3.62
1.51
2.33
Distributions(c)
From net investment income
(0.27
)
(1.56
)
(0.82
)
(0.62
)
(1.94
)
Return of capital
(0.06
)
Total distributions
(0.27
)
(1.62
)
(0.82
)
(0.62
)
(1.94
)
Net asset value, end of year
$45.84
$39.74
$54.74
$51.94
$51.05
Total Return(d)
Based on net asset value
16.06
%
(25.15
)%
6.90
%
3.00
%
4.85
%
Ratios to Average Net
Assets(e)
Total expenses
0.40
%
0.40
%
0.40
%
0.40
%
0.40
%
Net investment income
4.54
%
2.92
%
2.56
%
2.85
%
3.03
%
Supplemental Data
Net assets, end of year (000)
$45,841
$31,796
$71,161
$46,750
$40,838
Portfolio turnover rate(f)
33
%
23
%
33
%
46
%
34
%

(a) Based on average shares outstanding.
(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in
securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market
values of the Fund’s underlying securities.
(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.
(d) Where applicable, assumes the reinvestment of distributions.
(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.
(f) Portfolio turnover rate excludes in-kind transactions.
31


Index Provider
Markit owns, compiles and publishes the iBoxx bond and iTraxx credit derivative indices, which are used around the world by financial market participants as benchmarks and as the basis for traded products. Markit is a leading provider of independent data, portfolio valuations and over-the-counter derivatives trade processing to the financial markets. Markit is not affiliated with the Company, BFA,BIL, the Distributor, or any of their respective affiliates, and has licensed the Underlying Index in connection with the Fund. Markit® and iBoxx® are the registered trademarks of Markit Group Limited and Markit Indices Limited, respectively.
Disclaimers
iBoxx is a registered trademark of Markit Indices Limited and is licensed for use by BFA or its affiliates. BFA or its affiliates have not been passed on by these entities or their affiliates as to their legality or suitability. Markit does not approve, sponsor, endorse or recommend BFA or the Fund. Markit makes no representation regarding the advisability of investing in the Fund. The Underlying Index is derived from a source considered reliable, but Markit and its employees, suppliers, subcontractors and agents (together Markit Associates) do not guarantee the veracity, completeness or accuracy of the Underlying Index or other information furnished in connection with the Underlying Index. No representation, warranty or condition, express or implied, statutory or otherwise, as to condition, satisfactory quality, performance, or fitness for purpose are given or assumed by Markit or any of the Markit Associates in respect of 1) the Underlying Index (including its composition), Fund, or any data included in it, 2) the use by any person or entity of the Fund of that data, 3) the results obtained from the use of the Underlying Index, 4) the creditworthiness of any entity, or the likelihood of the occurrence of a credit event or similar event (however defined) with respect to an obligation, in the Underlying Index, at any particular time on any particular date or otherwise, or 5) the ability of the Underlying Index to track relevant markets' performances or otherwise relating to the Underlying Index or any transaction or product with respect thereto. All such representations, warranties and conditions are excluded except to the extent that such exclusion is prohibited by law. The Markit Associates shall not have any liability to any party for any error or omission, or any act or failure to act in connection with the determination, adjustment, calculation or maintenance of the Underlying Index, nor shall they have any obligation to take the needs of any party into consideration in determining, composing or calculating the Underlying Index.
The past performance of the Underlying Index is not a guide to future performance. BFA and its affiliates do not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and BFA and its affiliates shall have no liability for any errors, omissions or interruptions therein. BFA and its affiliates make no warranty, express or implied, to the owners of shares of the Fund or to any other person or entity, as to results to be obtained by the Fund from the use of the Underlying Index
32


or any data included therein. Without limiting any of the foregoing, in no event shall BFA or its affiliates have any liability for any special, punitive, direct, indirect, consequential or any other damages (including lost profits), even if notified of the possibility of such damages.
33


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Want to know more?
iShares.com  | 1-800-474-2737
Information on the Fund’s 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 Fund, you may request a copy of the SAI. The SAI provides detailed information about the Fund 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 the 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 Company or shares of the Fund or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Call:
1-800-iShares or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time)
Email:
iSharesETFs@blackrock.com
Write:
c/o BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540
Reports and other information about the Fund 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 the 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.
©2024 BlackRock, Inc. All rights reserved. iSHARES® and BLACKROCK®are registered trademarks of BFA and its affiliates. All other marks are the property of their respective owners.
Investment Company Act File No.: 811-09102
IS-P-HYXU-0324


March 1, 2024
 
 
2024 Prospectus
iShares, Inc.
• iShares J.P. Morgan EM Corporate Bond ETF | CEMB | CBOE BZX

The Securities and Exchange Commission (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.




Table of Contents
J.P. Morgan and J.P. Morgan CEMBI Broad Diversified Core Index are trademarks of JPMorgan Chase & Co. and have been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates.
i


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iSHARES® J.P. MORGAN EM CORPORATE BOND ETF
Ticker: CEMBStock Exchange: Cboe BZX
Investment Objective
The iShares J.P. Morgan EM Corporate Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar-denominated, emerging market corporate bonds.
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, Inc. (the Company) 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.
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
Total Annual
Fund
Operating
Expenses
0.50%
None
0.00%
0.50%

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%.
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
5 Years
10 Years
$51
$160
$280
$628
S-1


Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 25% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to track the investment results of the J.P. Morgan CEMBI Broad Diversified Core Index (the Underlying Index), which tracks the performance of the U.S. dollar-denominated emerging market corporate bond market. All bonds included in the Underlying Index are selected according to a set of rule-based inclusion criteria regarding issue size, bond type, maturity, and liquidity. The securities included in the Underlying Index are rebalanced on the last business day of each month. Eligible countries included in the Underlying Index are determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan) based on the Index Provider’s definition of emerging market countries.
The Underlying Index includes bonds issued by corporations based in Latin American, Eastern European, Middle Eastern/African, and Asian countries (excluding Japan). Once the universe of emerging markets countries has been defined, the eligible securities from these countries must be selected for inclusion in the Underlying Index. Bonds
are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer’s operating assets are located within emerging market economies. Eligible individual securities must have a minimum outstanding face value of $500 million or more. All component securities included in the Underlying Index must be U.S. dollar-denominated bonds with a minimum of 2.5 years to maturity or greater to be eligible for the Underlying Index and a remaining maturity of one year or greater at the time of rebalancing to remain eligible for the Underlying Index. There are no ratings restrictions on either the individual bonds or the country of risk. As a result, the Underlying Index consists of both investment-grade and non-investment-grade bonds (commonly referred to as junk bonds).
The Underlying Index uses J.P. Morgan’s proprietary market capitalization weighted methodology. The methodology is designed to distribute the weight of each country within the Underlying Index by limiting the weights of countries with higher debt outstanding and reallocating this excess to countries with lower debt outstanding. As of October 31, 2023, the Underlying Index included issuers located in 46 emerging and frontier market countries. Components of the Underlying Index primarily include companies in the financials industry or sector. The components of the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are
S-2


normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will
invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.
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government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
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, 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.
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be
significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent
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years heightens the risks associated with rising interest rates.
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for
a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or
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instruments that have lower trading volumes.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor,
the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
Financials Sector Risk. The performance of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, adverse public perception, exposure concentration and decreased liquidity in credit markets. The impact of changes in regulation of any individual financial company, or of the financials sector as a whole, cannot be predicted. 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 the Fund.
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's
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investments in, or which are exposed to, the affected region.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service, Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take 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 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.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the
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financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Asian Economic Risk and Middle Eastern Economic Risk.
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.
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, Eastern European Economic Risk, European Economic Risk and U.S. Economic Risk.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of
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publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse
impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. The economy of Saudi Arabia is dominated by petroleum exports. A sustained decrease in petroleum prices could have a negative impact on all aspects of the economy. Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers
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in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. There remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia, and there is no assurance of political stability in Saudi Arabia.
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.
Security Risk. Some countries and regions in which the Fund invests 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 investments.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index.
Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets or that are valued using a fair value methodology as a result of trade suspensions or for other reasons. In
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addition, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or
lower or higher redemption proceeds, than they would have received had the securities 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
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Calendar Year by Year Returns
The best calendar quarter return during the periods shown above was 11.31% in the 2nd quarter of 2020; the worst was -10.42% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
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Average Annual Total Returns
(for the periods ended December 31, 2023)
 
One Year
Five Years
Ten Years
(Inception Date: 4/17/2012)
 
 
 
Return Before Taxes
8.07%
2.71%
3.09%
Return After Taxes on Distributions1
5.93%
0.97%
1.28%
Return After Taxes on Distributions and Sale of Fund
Shares1
4.72%
1.35%
1.57%
J.P. Morgan CEMBI Broad Diversified Core Index
(Index returns do not reflect deductions for fees,
expenses, or taxes)2
8.59%
3.01%
3.55%

1
After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
2
Index returns through May 31, 2017 reflect the performance of the Morningstar® Emerging Markets Corporate Bond IndexSM. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan CEMBI Broad Diversified Core Index, which, effective as of June 1, 2017, replaced the Morningstar® Emerging Markets Corporate Bond IndexSM as the Underlying Index of the Fund.
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Management
Investment Adviserand Sub-Adviser. The Fund's investment adviser is BFA. The Fund’s sub-adviser is BlackRock International Limited (BIL or the Sub-Adviser).
Portfolio Managers. James Mauro and Karen Uyehara (the Portfolio Managers) are primarily responsible for the day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Mr. Mauro and Ms. Uyehara have been Portfolio Managers of the Fund since 2012 and 2021, respectively.
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 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 Fund
This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com.
BFA is the investment adviser to the Fund and BIL is the Sub-Adviser to the Fund. Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (Cboe BZX). The market price for a share of the Fund may be different from the Fund’s most recent NAV.
ETFs are funds that trade like other publicly traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the 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 Fund may be purchased or redeemed directly from the Fund 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 the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program.
An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund's use of representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment.
Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. Replication is an indexing strategy in which a fund invests in substantially all of the
1


securities in its underlying index in approximately the same proportions as in the underlying index.
An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates.
The Fund's investment objective and the Underlying Index may be changed without shareholder approval.
A Further Discussion of Principal Risks
The 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. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. The Fund discloses its portfolio holdings daily at www.iShares.com.
Asian Economic Risk. Certain Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.
Asset Class Risk. The securitiesand other assets in the Underlying Index or in the 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
2


controls. This may cause the Fund to underperform other investment vehicles that invest in different asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be 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 because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s income, or in securities with greater risks or with other less favorable features.
Commodity Risk. Companies whose performance is reflected in the Fund’s portfolio or Underlying Index may be adversely affected by changes or trends in commodity prices. Commodity prices may be influenced or characterized by unpredictable factors, including, where applicable, high volatility, changes in supply and demand relationships, weather, agriculture, trade, pestilence, political instability, war, catastrophic events, changes in interest rates and monetary and other governmental policies, action and inaction, including price changes due to trade relations. Securities of companies held by the Fund that are dependent on a single commodity, or are concentrated in a single commodity sector, may typically exhibit even higher volatility attributable to commodity prices.
Concentration Risk. The Fund’s investments will generally follow the weightings of the Underlying Index, which may result in concentration of the Fund’s investments in a particular sovereign or quasi-sovereign entity or entities in a particular country, group of countries, region, market, sector or asset class. To the extent that its investments are concentrated in a particular sovereign or quasi-sovereign entity or entities in a particular country, group of countries, region, market, sector or asset class, the Fund may be more adversely affected by the underperformance of those bonds, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
Credit Risk. Credit risk is the risk that the issuer or guarantor of a debt instrument or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor its obligations.
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The Fund’s portfolio may include below investment-grade bonds, which generally are subject to greater levels of credit risk than higher rated securities. There is the chance that the Fund’s holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), or that the market’s perception of an issuer’s creditworthiness may worsen, potentially reducing the Fund’s income level and share price. Debt instruments are subject to varying degrees of credit risk, depending on the issuer’s or counterparty’s financial condition and on the terms of the obligation, which may be reflected in their credit ratings.
Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades, as well as the holding of securities by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets may make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to the standards of care of their local markets. In general, the less developed a country’s securities markets are, the higher the degree of custody risk.
Cybersecurity Risk. The Fund,Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related cyber risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the 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. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity failures by, or breaches of, the systems of the Fund's adviser, distributor and other service providers (including, but not limited to, index and benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the 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, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or
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prevent cyber incidents. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, 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 cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, the Index Provider, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.
Eastern European Economic Risk. An investment in issuers located or operating in Eastern Europe may subject the Fund to legal, regulatory, political, currency, security and economic risks specific to Eastern Europe. Economies of certain Eastern European countries rely heavily on the export of commodities, including oil, gas, and certain metals. As a result, such economies may be impacted by international commodity prices and are particularly vulnerable to global demand for these products. Geopolitical events including armed conflict or war, acts of terrorism, and other instability in certain Eastern European countries may cause uncertainty in their financial markets and adversely affect the performance of the issuers to which the Fund has exposure. The securities markets in some Eastern European countries are substantially smaller and less developed, with less government supervision and regulation of stock exchanges, and may be less liquid and more volatile than securities markets in the U.S. or Western European countries. In addition, investing in securities of issuers located or operating in Eastern Europe may involve:
The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in certain Eastern European countries;
Risks in connection with the maintenance of the Fund's portfolio securities and cash with foreign sub-custodians and securities depositories, including the risk that appropriate sub-custody arrangements will not be available to the Fund;
The risk that the Fund's ownership rights in portfolio securities could be lost through fraud or negligence as a result of the fact that ownership in shares of certain Eastern European companies is recorded by the companies themselves and by registrars, rather than a central registration system;
The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because certain Eastern European banking institutions and registrars are not guaranteed by their respective governments; and
Risks in connection with Eastern European countries' dependence on the economic health of Western European countries and the European Union (the EU) as a whole.
Other risks related to investing in securities of issuers located or operating in Eastern Europe include: the potential absence of legal structures governing private and foreign investments and private property; the possibility of the loss of all or a substantial portion of the Fund’s assets invested in issuers located or operating in Eastern Europe
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as a result of expropriation; and certain national policies which may restrict the Fund’s investment opportunities, including, without limitation, restrictions on investing in issuers or industries deemed sensitive to relevant national interests. In addition, Eastern European securities markets are particularly sensitive to social, political, economic, and currency events that involve Russia and may suffer heavy losses as a result of their trading and investment links to the Russian economy and currency or its neighbors.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
European Economic Risk. The Economic and Monetary Union (the eurozone) of the EU requires compliance by member states that are members of the eurozone with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every country in Europe, including those countries that are not members of the eurozone. Additionally, European countries outside of the eurozone may present economic risks that are independent of the indirect effects that eurozone policies have on them. In particular, the United Kingdom's (the U.K.) economy may be affected by global economic, industrial and financial shifts. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of eurozone countries), the default or threat of default by an EU member state on its sovereign debt and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European financial markets have historically experienced volatility and adverse trends due to concerns about economic downturns or government debt levels in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have affected and may in the future adversely affect the exchange rate of the euro and may significantly affect European countries.
Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, may limit future growth and economic recovery or may have other unintended consequences. Further defaults or restructurings by governments
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and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The U.K. left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including, for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
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
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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 the 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.
Geographic Risk. Some of the companies in which the Fund invests are located in parts of the world that have historically been prone to natural disasters, such as earthquakes, tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are economically sensitive to environmental events. Any such event may adversely impact the economies of these geographic areas or business operations of companies in these geographic areas, causing an adverse impact on the value of the Fund.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody’s), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
The major risks of high yield securities investments include:
High yield securities may be issued by less creditworthy issuers. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment-grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of high yield securities holders, leaving few or no assets available to repay high yield securities holders.
Prices of high yield securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of high yield securities than on other higher rated fixed-income securities. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.
Issuers of high yield securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
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High yield securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems high yield securities held by the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
High yield securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the high yield securities market, and there may be significant differences in the prices quoted for high yield securities by the dealers. Because high yield securities may be less liquid than higher rated fixed-income securities, judgment may play a greater role in valuing certain of the Fund's securities than is the case with securities trading in a more liquid market.
The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
Illiquid Investments Risk. The 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 the 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. Liquid investments may become illiquid after purchase by the 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 the Fund, and any security or instrument held by the Fund may be deemed an illiquid investment pursuant to the Fund’s liquidity risk management program. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the 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 the Fund invests in securities or instruments with substantial market and/or credit risk, the 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 the Fund primarily seeks to redeem shares of the Fund on an in-kind basis, if the Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, the Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from the Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as the Fund, causing increased supply of the Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments
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held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund's NAV.
Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds, as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds. The Index Provider’s substitution of bonds in the Underlying Index may occur, for example, when the time to maturity for the bond no longer matches the Underlying Index’s stated maturity guidelines.
Index-Related Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. BFA’s mandate as described in this Prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BFA. BFA does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. In addition, there may be heightened risks associated with the adequacy and reliability of the information the Index Provider uses given the Fund's exposure to emerging markets, as certain emerging markets may have less information available or less regulatory oversight. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.
Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance to the Underlying Index. This could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying
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Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
Indexing Investment Risk. The Fund is not actively managed and may be affected by a general decline in market segments related to the Underlying Index. The Fund invests in securities included in, or representative of, the Underlying Index, regardless of their investment merits. BFA generally does not attempt to invest the Fund's 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 the 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 Fund invests will have an impact on the Fund and its investments and will impact the 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 the Fund’s investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in 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.
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Interest Rate Risk. If interest rates rise, the value of fixed-income securities or other instruments held by the Fund would likely decrease. A measure investors commonly use to determine this price sensitivity is called duration. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes, usually making their prices more volatile than those of securities with shorter durations. For example, if a bond has a duration of five years and interest rates rise, the price of the bond will likely decline by a greater percentage than if the bond had a one year duration. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer duration, rising interest rates may cause the value of the Fund's investments to decline significantly, which would adversely affect the value of the Fund. An increase in interest rates may lead to heightened volatility in the fixed-income markets and adversely affect certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. In addition, decreases in fixed-income dealer market-making capacity may lead to lower trading volume, heightened volatility, wider bid-ask spreads and less transparent pricing in certain fixed-income markets.
The historically low interest rate environment in recent years was created in part by the world’s major central banks keeping their overnight policy interest rates at, near or below zero percent and implementing monetary policy facilities, such as asset purchase programs, to anchor longer-term interest rates below historical levels. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are set at low levels and the market prices of portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. Central banks may increase their short-term policy rates or begin phasing out, or tapering, accommodative monetary policy facilities in the future. The timing, coordination, magnitude and effect of such policy changes on various markets are uncertain, and such changes in monetary policy may adversely affect the value of the Fund’s investments.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the 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
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factors. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities 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.
Management Risk. Because BFA uses a representative sampling indexing strategy, the Fund will not fully replicate the Underlying Index and may hold securities not included in the Underlying Index. As a result, the Fund is subject to the risk that BFA’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.
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. 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, regions, markets, industries, sectors or asset classes, as applicable. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the 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 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 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 Fund's 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 the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The 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 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 the Fund may trade in the secondary market at times when the Fund does 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 Fund accepts purchase and redemption orders.
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Secondary market trading in Fund shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in 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 the 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 the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund.
Shares of the Fund May Trade at Prices Other Than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Fund's shares fluctuates continuously throughout trading hoursbased on both market supply of and demand for Fund shares and the underlying value of the Fund's portfolio holdings or NAV. As a result, the trading prices of the Fund’s shares may deviate significantly from NAV during periods of market volatility, including during periods of significant redemption requests or other unusual market conditions. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE 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 the Fund 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 the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund's 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 the Fund that differ significantly from its NAV. Authorized Participants may be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or its underlying investments, which may contribute to the 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 the 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 the 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
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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.
Middle Eastern Economic Risk. Many Middle Eastern countries have little or no democratic tradition, and the political and legal systems in such countries may adversely impact the companies in which the Fund invests and, as a result, the value of the Fund. Middle Eastern governments have exercised and continue to exercise substantial influence over many aspects of the private sector. Many economies in the Middle East are highly reliant on income from the sale of oil and natural gas or trade with countries involved in the sale of oil and natural gas, and their economies are therefore vulnerable to changes in the market for oil and natural gas and foreign currency values. As global demand for oil and natural gas fluctuates, many Middle Eastern economies may be significantly impacted. A sustained decrease in commodity prices could have a significant negative impact on all aspects of the economy in the region. Middle Eastern economies may be subject to acts of terrorism, political strife, religious, ethnic or socioeconomic unrest and sudden outbreaks of hostilities with neighboring countries.
Certain Middle Eastern countries have strained relations with other Middle Eastern countries due to territorial disputes, historical animosities, international alliances, religious tensions or defense concerns, which may adversely affect the economies of these countries. Certain Middle Eastern countries experience significant unemployment, as well as widespread underemployment.
Many Middle Eastern countries periodically have experienced political, economic and social unrest as protestors have called for widespread reform. Some of these protests have resulted in a governmental regime change, internal conflict or civil war. If further regime changes were to occur, internal conflict were to intensify, or a civil war were to continue in any of these countries, such instability could adversely affect the economies of Middle Eastern countries in which the Fund invests and could decrease the value of the Fund’s investments.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less
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liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.
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.
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Newly privatized companies may face strong competition from government-sponsored competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or changing regulatory and legal standards or, in some cases, due to re-nationalization of such privatized entities. There is no assurance that similar losses will not recur.
Reliance on Trading Partners Risk. Economies in emerging market countries generally are heavily dependent upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, and managed adjustments in relative currency values, and may suffer from extreme and volatile debt burdens or inflation rates. These countries may be subject to other protectionist measures imposed or negotiated by the countries with which they trade, including the imposition of tariffs by the U.S. or other importing countries.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. The Chinese economy is subject to a considerable degree of economic, political and social instability.
Political and Social Risk. The Chinese government is authoritarian and has periodically used force to suppress civil dissent. Disparities of wealth and the pace of economic liberalization may lead to social turmoil, violence and labor unrest. In addition, China continues to experience disagreements related to integration with Hong Kong and religious and nationalist disputes in Tibet and Xinjiang. There is also a greater risk in China than in many other countries of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation as a result of internal social unrest or conflicts with other countries. Unanticipated political or social developments may result in sudden and significant investment losses. China's growing income inequality, rapidly aging population and significant environmental issues also are factors that may affect the Chinese economy.
Government Control and Regulations. The Chinese government has implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in the economy, reduce government control of the economy and develop
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market mechanisms. However, government control over certain sectors or enterprises and significant regulation of investment and industry is still pervasive, including restrictions on investment in companies or industries deemed to be sensitive to particular national interests, trading of securities of Chinese issuers, foreign ownership of Chinese corporations and/or the repatriation of assets by foreign investors. Limitations or restrictions on foreign ownership of securities may have adverse effects on the liquidity and performance of the Fund and could lead to higher tracking error. Chinese government intervention in the market may have a negative impact on market sentiment, which may in turn affect the performance of the Chinese economy and the Fund’s investments. Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies that may be connected to governmental influence, lack of publicly available information, and political and social instability. Chinese issuers, such as those in the financial services or technology sectors, and potentially other sectors are also subject to the risk that Chinese authorities can intervene in their operations and structure, which may negatively affect the value of the Fund's investments.
Economic Risk. The Chinese economy may be adversely affected by, among other things, a deterioration in global demand for Chinese exports or a contraction in spending on domestic goods by Chinese consumers. In addition, China may experience substantial rates of inflation, significant indebtedness or economic recessions, which would have a negative effect on its economy and securities market. Delays in enterprise restructuring, slow development of well-functioning financial markets and widespread corruption have also hindered the performance of the Chinese economy. China continues to receive substantial pressure from trading partners to liberalize official currency exchange rates.
Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy and companies in which the Fund invests. Certain Chinese companies (which may change from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. For example, certain foreign technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or cause market disruptions. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
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Expropriation Risk. The Chinese government maintains a major role in economic policymaking, and investing in China involves risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested.
Security Risk. China has strained international relations with Taiwan, Japan, India, Russia and other neighbors due to territorial disputes, historical animosities, defense concerns and other security concerns. Heightened tensions or an outbreak of hostilities between China and Taiwan may adversely impact China’s economy as well as the global economy and the value of the Fund’s investments. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Relations between China’s Han ethnic majority and other ethnic groups in China, including Tibetans and Uighurs, are also strained and have been marked by protests and violence. These situations may cause uncertainty in the Chinese market and may adversely affect the Chinese economy. In addition, conflict on the Korean Peninsula could adversely affect the Chinese economy. Such risks, among others, may adversely affect the value of the Fund’s investments.
Hong Kong Political Risk. Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special Administrative Region of the People's Republic of China under the principle of one country, two systems. Although China is obligated to maintain the current capitalist economic and social system of Hong Kong through June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong Kong is dependent on the government of China. Since 1997, there have been tensions between the Chinese government and many people in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal and social framework. Recent protests and unrest have increased tensions even further. Due to the interconnected nature of the Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese markets. In addition, the Hong Kong dollar trades at a fixed exchange rate in relation to (or is pegged to) the U.S. dollar, which has contributed to the growth and stability of the Hong Kong economy. However, it is uncertain how long the currency peg will continue or what effect the establishment of an alternative exchange rate system would have on the Hong Kong economy. Because the Fund's NAV is denominated in U.S. dollars, the establishment of an alternative exchange rate system could result in a decline in the Fund's NAV.
Limited Information and Legal Remedies. Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The
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Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in Emerging Markets. Investments in emerging market issuers are subject to a greater risk of loss than investments in issuers located or operating in more developed markets. This is due to, among other things, the potential for greater market volatility, lower trading volume, higher levels of inflation, social, political or economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than are typically found in more developed markets.
Some countries in which the Fund may invest may experience economic instability, including instability resulting from substantial rates of inflation or significant devaluations of their currency, or economic recessions, which would have a negative effect on the economies and securities markets of their economies. Some of these countries may also impose restrictions on the exchange or export of currency or adverse currency exchange rates and may be characterized by a lack of available currency hedging instruments.
Disparities of wealth, the pace and success of democratization and ethnic, religious and racial disaffection, among other factors, may exacerbate social unrest, violence and labor unrest in some of the countries in which the Fund may invest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses.
Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Moreover, emerging markets often have less reliable securities valuations and greater risks associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
In addition, emerging markets often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Chronic structural public sector deficits in some countries in which the Fund may invest may adversely impact securities held by the Fund.
Local securities markets in emerging market countries may trade a small number of securities and may be unable to respond effectively to changes in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Settlement procedures in emerging market countries are frequently less developed and reliable than those in the U.S. (and other developed countries). In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its
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portfolio securities and could have an adverse effect on the Fund in seeking to achieve its investment objective.
Investing in emerging market countries involves a higher risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested in certain emerging market countries. As a result, investments in certain countries in which the Fund may invest may be subject to loss due to expropriation or nationalization of assets and property or the imposition of restrictions on foreign investments and repatriation of capital.
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. In addition, the Saudi Arabian government places investment limitations on the ownership of Saudi Arabian issuers by foreign investors, including a limitation on the Fund’s ownership of any single issuer listed on the Saudi Arabian Stock Exchange, which may prevent the Fund from investing in accordance with its strategy and contribute to tracking error against the Underlying Index. Saudi Arabia is highly reliant on income from the sale of petroleum and trade with other countries involved in the sale of petroleum, and its economy is therefore vulnerable to changes in foreign currency values and the market for petroleum. As global demand for petroleum fluctuates, Saudi Arabia may be significantly impacted. Like most Middle Eastern governments, the government of Saudi Arabia exercises substantial influence over many aspects of the private sector. Although liberalization in the wider economy is underway, in many areas it has lagged significantly: restrictions on foreign ownership persist, and the government has an ownership stake in many key industries. The situation is exacerbated by the fact that Saudi Arabia is governed by an absolute monarchy. Saudi Arabia has historically experienced strained relations with economic partners worldwide, including other countries in the Middle East, due to geopolitical events. Governmental actions in the future could have a significant effect on economic conditions in Saudi Arabia, which could affect private sector companies and the Fund, as well as the value of securities in the Fund’s portfolio. Any economic sanctions on Saudi Arabian individuals or Saudi Arabian corporate entities, or even the threat of sanctions, may result in the decline of the value and liquidity of Saudi Arabian securities, a weakening of the Saudi riyal or other adverse consequences to the Saudi Arabian economy. In addition, Saudi Arabia’s economy relies heavily on cheap, foreign labor, and changes in the availability of this labor supply could have an adverse effect on the economy.
Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. Although the political situation in Saudi Arabia is largely
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stable, Saudi Arabia has historically experienced political instability, and there remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia. Political instability in the larger Middle East region has caused significant disruptions to many industries. Continued political and social unrest in these areas may negatively affect the value of securities in the Fund’s portfolio.
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. BlackRock Institutional Trust Company, N.A. (BTC), theFund's securities lending agent, will take into account the tax impact to shareholders of substitute payments for dividends when managing theFund's securities lending program.
Security Risk. Some geographic areas in which the Fund invests have experienced acts of terrorism and strained international relations due to territorial disputes, historical animosities, defense concerns and other security concerns. These situations may cause uncertainty in the markets of these geographic areas and may adversely affect their economies.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
U.S. Economic Risk. The U.S. is a significant, and in some cases the most significant, trading partner of, or foreign investor in, certain countries in which the Fund invests. As a result, economic conditions of such countries may be particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material adverse effect on the economic conditions of such countries and, as a result, securities to which the Fund has exposure. Circumstances could arise that could prevent the timely payment of interest or
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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.
Valuation Risk. The price the Fund could receive upon the sale of a securityor other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 or during time periods when the Fund does not price its shares, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. This conversion may result in a difference between the prices used to calculate the Fund's NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund's performance and the performance of the Underlying Index. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
A Further Discussion of Other Risks
The 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.
African Economic Risk. Investing in the economies of African countries involves risks not typically associated with investments in securities of issuers in more developed economies, countries or geographic regions that may negatively affect the value of investments in the Fund. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, imposition of capital controls and delays or limits on repatriation of local currency, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest or widespread outbreaks of disease.
The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than markets located in more developed economies, countries or geographic regions. Securities markets in African countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Moreover, trading on African securities markets may be suspended altogether.
Certain governments in African countries may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in
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those countries. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investment by foreign investors; may limit the amount of investment by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domestic investors of those countries; and/or may impose additional taxes on foreign investors. These factors, among others, make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries.
Central and South American Economic Risk. Certain Central and South American countries have experienced high interest rates, economic volatility, high levels of inflation, currency devaluations, regime changes, government defaults and high unemployment rates. Additionally, commodities such as oil and gas, minerals and metals represent a significant percentage of the region’s exports, and the economies of countries in the region are particularly sensitive to fluctuations in commodity prices as a result. The impact of any of the foregoing events in one country could have a significant effect on the entire region.
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 the Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit the 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 the 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.
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Energy Sector Risk. The market value of securities issued by companies in the energy sector may decline for the following reasons, among others: changes in and volatility of global energy prices, energy supply and demand, and spending on exploration and production of energy sources; exchange rates, interest rates, economic conditions, and tax treatment; changes in the actual or perceived availability of oil or other resource deposits; the enactment or cessation of trade sanctions or import controls; war or other geopolitical conflicts; negative perception; increased litigation; energy conservation efforts; energy infrastructure developments or service failures; and increased competition and technological advances. Companies in this sector may be subject to substantial government regulation and contractual fixed pricing, which may increase the cost of doing business and limit the earnings of these companies. A significant portion of the revenues of these companies may depend on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this sector.
Energy companies may also operate in, or engage in transactions involving, countries that have less developed regulatory regimes or a history of expropriation, confiscation of assets, foreign investment restrictions, nationalization or other adverse policies or that are at greater risk of political and social unrest, coups or labor disruptions. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental problems, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, cyber incident, political strife or natural disasters. Any such event could have serious consequences for the general population of the affected area and could have an adverse impact on the Fund’s portfolio and the performance of the Fund. Energy companies may have relatively high levels of debt and may be more likely than other companies to restructure their businesses if there are downturns in energy markets or in the global economy. Energy production companies, especially those for oil and gas, may also have to contend with service disruptions, pipeline and equipment leaks and ruptures, explosions, fires, unscheduled downtime, transportation interruptions, discharges or releases of toxic or hazardous gases and other environmental risks.
The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on February 24, 2022 led to 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, in response, 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 Fund.
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
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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.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Fund’s adviser or 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 invest in the Fund and hold their investment 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 the Fund would be maintained. Redemptions of a large number of Fund shares by these shareholders may adversely affect the Fund’s liquidity and net assets. To the extent the Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or 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. The Fund also may be required to sell its more liquid Fund 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 shares on the secondary market, such transactions may account for a large percentage of the trading volume for the shares of the Fund and may, therefore, have a material upward or downward effect on the market price of the Fund 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.
Metals and Mining Industry Risk. The Fund will invest in securities that are issued by and/or have exposure to, companies primarily involved in the metals and mining industry. Investments in metals and mining companies may be speculative and subject to greater price volatility than investments in other types of companies. The profitability of companies in the metals and mining industry is related to, among other things, worldwide metal prices and extraction and production costs. Worldwide metal prices may fluctuate substantially over short periods of time, and as a result, the
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Fund’s share price may be more volatile than other types of investments. In addition, metals and mining companies may be significantly affected by changes in global demand for certain metals, economic developments, energy conservation, the success of exploration projects, changes in exchange rates, interest rates, economic conditions, tax treatment, trade treaties, and government regulation and intervention, and events in the regions that the companies to which the Fund has exposure operate (e.g., expropriation, nationalization, confiscation of assets and property, the imposition of restrictions on foreign investments or repatriation of capital, military coups, social or political unrest, violence and labor unrest). Metals and mining companies may also be subject to the effects of competitive pressures in the metals and mining industry.
Risk of Investing in Developed Countries. 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 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 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 the 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 Frontier Markets. Frontier markets are those emerging markets considered to be among the smallest, least mature and the securities of the issuers of which are the least liquid. Investments in frontier markets generally are subject to a greater risk of loss than investments in developed markets or traditional emerging markets. This is due to, among other things, smaller economies, less developed capital markets, greater market volatility, lower trading volume, political and economic instability, greater risk of a market shutdown, capital controls, delays or limits on repatriation of local currency, insolvency of local governments, and more governmental limitations on foreign investments than typically found in more developed markets. Frontier markets are even more prone to economic shocks associated with political and economic risks than are emerging markets generally. Many frontier market countries may be dependent on commodities, foreign trade or foreign aid. As a result, those risks traditionally associated with investments in emerging markets may be more pronounced with respect to investments in frontier market economies.
Technology Sector Risk. Technology companies, including information technology companies,face intense competition, both domestically and internationally, which may
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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.
Threshold/Underinvestment Risk. If certain aggregate and/or fund-level ownership thresholds are reached through transactions undertaken by BFA, its affiliates or the 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 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 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 Fund’s portfolio holdingscompared to the performance of the Underlying Index. This may increase the risk of the Fund being underinvested to the Underlying Index and increase the risk of tracking error.
For example, in certain circumstances where the 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 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.
Utilities Sector Risk. Companies in the utilities sector may be adversely affected by changes in exchange rates, domestic and international competition, and governmental limitations on rates charged to consumers. 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. Deregulation may subject utility companies to greater competition and may adversely affect their profitability. Federal legislation may facilitate the construction of electric transmission lines not only by public utilities but also by independent transmission developers, which could increase competition in the wholesale electricity markets. As deregulation allows utility companies to diversify outside of their original geographic regions and their traditional lines of business, utility companies may engage in riskier ventures. In addition, deregulation may eliminate restrictions on the profits of certain utility companies, but may also subject these companies to greater risk of loss. Companies in the utilities industry may have
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difficulty obtaining an adequate return on invested capital, raising capital, or financing large construction projects during periods of inflation or unsettled capital markets; face restrictions on operations and increased cost and delays attributable to environmental considerations and regulation; find that existing plants, equipment or products have been rendered obsolete by technological innovations; or be subject to increased costs because of the scarcity of certain fuels or the effects of man-made or natural disasters. Existing and future regulations or legislation may make it difficult for utility companies to operate profitably. Government regulators monitor and control utility revenues and costs, and therefore may limit utility profits. In certain countries, regulatory authorities may also restrict utility companies’ access to new markets, thereby diminishing these companies’ long-term prospects. There is no assurance that regulatory authorities will grant rate increases in the future or that such increases will be adequate to permit the payment of coupon payments on bonds issued by such company. Energy conservation and changes in climate policy may also have a significant adverse impact on the revenues and expenses of utility companies.
Portfolio Holdings Information
A description of the Company's policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund's Statement of Additional Information (SAI). The Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing information regarding the 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 Fund. BFA provides an investment program for the Fund and manages the investment of the Fund’s assets. In managing the Fund, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve the 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 Company (entered into on behalf of the Fund), BFA is responsible for substantially all expenses of the Fund, 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 Directors who are not interested persons of the Company). Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any.
For the fiscal year ended October 31, 2023, BFA was paid a management fee from the Fund, as a percentage of the Fund’s average daily net assets, at the annual rate of 0.50%.
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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 has entered into a sub-advisory agreement with the Sub-Adviser, an affiliate of BFA, under which BFA pays the Sub-Adviser for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement or (ii) an amount based on the cost of the services provided. The Sub-Adviser, subject to the supervision and oversight of the Company's Board of Directors (the Board) and BFA, is primarily responsible for the execution of securities transactions outside the U.S. and Canada and may, from time to time, participate in the management of specified assets in the Fund’s portfolio. If the Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive from BFA an amount equal to 20% of BFA’s management fee, and if the Sub-Adviser provides services related solely to trading, then it is entitled to receive from BFA an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser.
BFA is located at 400 Howard Street, San Francisco, CA 94105. It is an indirect wholly-owned subsidiary of BlackRock, Inc. (BlackRock). As of December 31, 2023, BFA and its affiliates provided investment advisory services for assets of approximately $10.0 trillion. BIL is an investment adviser located in the U.K. at Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL, Scotland 011 44 131 472 7200. The Sub-Adviser is a registered investment adviser and a commodity pool operator organized in 1999. BFA, the Sub-Adviser, and its affiliates trade and invest for their own accounts in the actual securities and types of securities in which the Fund 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 BFAand the Sub-Advisory Agreement between BFA and the Sub-Adviser is available in the Fund's Annual Report for the period ended October 31.
Portfolio Managers. James Mauro and Karen Uyehara are primarily responsible for the day-to-day management of the Fund. 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 teams 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.
James Mauro has been employed by BFA or its affiliates as a portfolio manager since 2011. Prior to that, Mr. Mauro was a Vice President at State Street Global Advisors. Mr. Mauro has been a Portfolio Manager of the Fund since 2012.
Karen Uyehara has been employed by BFA or its affiliates as a senior portfolio manager since 2010. Prior to that, Ms. Uyehara was a portfolio manager at Western Asset Management Company (WAMCO). Ms. Uyehara has been a Portfolio Manager of the Fund since 2021.
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The Fund's 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 Fund.
Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Fund. JPMorgan Chase Bank, N.A. serves as custodian for the Fund 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 accounts they manage, may present conflicts of interest that could disadvantage the Fund and its 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 Fund. 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 Fund. 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 Fund may directly or indirectly invest. The Fund 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 Fund 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 Fund 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 Fund or who engage in transactions with or for the Fund, 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 Fund and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. 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 Fund 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 Fund 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 Fund.
Neither BlackRock nor any Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with
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the Fund for appropriate investment opportunities. The results of the Fund's 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 Fund 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 Fund 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 Fund. 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 Fund.
The Fund's 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, the 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 Fund has 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 Fund (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.
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 Fund. The price, availability, liquidity, and (in some cases) expense ratio of the Fund may be impacted by purchases and sales of the Fund 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 Fund and its shareholders. BFA has adopted policies and procedures designed to address these potential conflicts of interest. See the SAI for further information.
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Shareholder Information
Additional shareholder information, including how to buy and sell shares of the Fund, 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 Fund may be acquired or redeemed directly from the 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 the Fund. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
Shares of the 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 Company does not impose any minimum investment for shares of the Fund purchased on an exchange or otherwise in the secondary market. The Fund's shares trade under the ticker symbol CEMB.
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 Fund 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 the 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.
The 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 the 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, the 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 the Fund directly, and such trading is unlikely to cause many of the harmful effects of frequent cash purchases or redemptions of Fund shares.
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The national securities exchange on which the 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. The Fund’s primary listing exchange is Cboe BZX.
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. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in SEC rules. In order for a registered investment company to invest in shares of the Fund beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the 1940 Act, the registered investment company must, among other things, enter into an agreement with the Company. 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 Fund 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 the Fund.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. 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 the 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 underlying securities held by the Fund, economic conditions and other factors.
Determination of Net Asset Value. The NAV of the 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
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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 the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held by the 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.
The Fund values fixed-income portfolio securities using last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by the Fund's approved independent third-party pricing services, each in accordance with BFA's valuation policies and procedures. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots often trade at lower prices than institutional round lots. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless BFA determines in good faith that such method does not represent fair value.
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 Fund 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 the 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 the 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, the 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 the 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 the 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. Use of fair value
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prices and certain current market valuations could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Underlying Index.
Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at least once a year by the Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Company may make distributions on a more frequent basis for the Fund. The Company reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends and other distributions on shares of the 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 the Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Company. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the 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 the 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 Fund will be taxed. The tax information in this Prospectus is provided as general information, based on current law. There is no guarantee that shares of the Fund will receive certain regulatory or accounting treatment. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund.
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 the Fund makes distributions or you sell Fund shares.
Taxes on Distributions. Distributions from the Fund’s net investment income, includingdistributions of income from securities lending and distributions out of the Fund's net short-term capital gains, if any, are taxable to you as ordinary income. The
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Fund's distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the shares. 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. Distributions from the Fund are subject to a 3.8% U.S. federal Medicare contribution tax on net investment income, for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts. 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.
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 the 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 the Fund’s minimum distribution requirements, but not in excess of the 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 will 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 the Fund as capital assets.
Dividends, interest and capital gains earned by the Fund with respect to securities issued by non-U.S. issuers may give rise to withholding, capital gains 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 the 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.), generally the Fund may pass through to you certain non-U.S. income taxes (including withholding taxes) paid by the Fund. This means that you would be considered to have received as an additional dividend your share of such non-U.S. taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your U.S. federal income tax.
For purposes of foreign tax credits for U.S. shareholders of the Fund, foreign capital gains taxes may not produce associated foreign source income, limiting the availability of such credits for U.S. persons.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. entity (other than a pass-through entity to the extent owned by U.S. persons), the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. federal 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 the Fund.
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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 U.S. Internal Revenue Service (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 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 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.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Fund 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 Fund's Distributor, an affiliate of BFA. 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 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 the 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
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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). The Fund may, in certain circumstances, offer Creation Units partially or solely for cash. Except when aggregated in Creation Units, shares are not redeemable by the Fund. Creation and redemption baskets may differ and the Fund will accept custom baskets. More information regarding custom baskets is contained in the Fund's 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 the Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of the 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 the Fund's instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the 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 Fund's SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of the 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
38


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.
39


Distribution
The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001.
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 Fund 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 Fund. 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 Fund or other iShares funds over another investment. More information regarding these payments is contained in the Fund's 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.
40


Financial Highlights
The financial highlights table is intended to help investors understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report is included, along with the Fund's financial statements, in the Fund's Annual Report (available upon request).
Financial Highlights
(For a share outstanding throughout each period)
 
iShares J.P. Morgan EM Corporate Bond ETF
 
Year Ended
10/31/23
Year Ended
10/31/22
Year Ended
10/31/21
Year Ended
10/31/20
Year Ended
10/31/19
Net asset value, beginning of
year
$40.27
$51.32
$51.13
$51.29
$47.68
Net investment income(a)
2.04
1.68
1.75
2.06
2.25
Net realized and unrealized
gain (loss)(b)
1.21
(10.93
)
0.23
(0.13
)
3.61
Net increase (decrease) from
investment operations
3.25
(9.25
)
1.98
1.93
5.86
Distributions from net
investment income(c)
(2.04
)
(1.80
)
(1.79
)
(2.09
)
(2.25
)
Net asset value, end of year
$41.48
$40.27
$51.32
$51.13
$51.29
Total Return(d)
Based on net asset value
8.06
%
(18.42
)%
3.88
%
3.94
%
12.57
%
Ratios to Average Net
Assets(e)
Total expenses
0.50
%
0.50
%
0.50
%
0.50
%
0.50
%
Net investment income
4.76
%
3.62
%
3.36
%
4.08
%
4.51
%
Supplemental Data
Net assets, end of year (000)
$414,835
$285,898
$518,363
$214,731
$166,685
Portfolio turnover rate(f)
25
%
18
%
16
%
25
%
21
%

(a) Based on average shares outstanding.
(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in
securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market
values of the Fund’s underlying securities.
(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.
(d) Where applicable, assumes the reinvestment of distributions.
(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.
(f) Portfolio turnover rate excludes in-kind transactions.
41


Index Provider
J.P. Morgan is the Index Provider for the Underlying Index. J.P. Morgan is not affiliated with the Company, BFA,BIL, the Distributor or any of their respective affiliates.
J.P. Morgan provides financial, economic and investment information to the financial community. Security additions and deletions into the emerging markets bond indexes do not in any way reflect an opinion on the investment merits of the security.
Disclaimers
The Fund is not sponsored, endorsed, sold or promoted by J.P. Morgan. J.P. Morgan makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund in particular, or the ability of the Underlying Index to track general market performance. J.P. Morgan's only relationship to the Company and BFA or its affiliates is the licensing of certain trademarks and trade names of J.P. Morgan and of the Underlying Index which is determined, composed and calculated by J.P. Morgan without regard to the Company, BFA or its affiliates or the Fund. J.P. Morgan has no obligation to take the needs of BFA or its affiliates or the owners of shares of the Fund into consideration in determining, composing or calculating the Underlying Index. J.P. Morgan is not responsible for and has not participated in the determination of the prices and amount of shares of the Fund, or the timing of the issuance or sale of such shares or in the determination or calculation of the equation by which shares of the Fund are to be converted into cash. J.P. Morgan has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund. J.P. Morgan does not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and J.P. Morgan shall have no liability for any errors, omissions or interruptions therein.
J.P. Morgan makes no warranty, express or implied, as to results to be obtained by BFA or its affiliates, owners of shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein. J.P. Morgan makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall J.P. Morgan have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) resulting from the use of the Underlying Index or any data included therein, even if notified of the possibility of such damages.
The past performance of the Underlying Index is not a guide to future performance. BFA and its affiliates do not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and BFA and its affiliates shall have no liability for any errors, omissions or interruptions therein. BFA and its affiliates make no warranty, express or implied, to the owners of shares of the Fund or to any other person or entity,
42


as to results to be obtained by the Fund from the use of the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall BFA or its affiliates have any liability for any special, punitive, direct, indirect, consequential or any other damages (including lost profits), even if notified of the possibility of such damages.
43


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Want to know more?
iShares.com  | 1-800-474-2737
Information on the Fund’s 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 Fund, you may request a copy of the SAI. The SAI provides detailed information about the Fund 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 the 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 Company or shares of the Fund or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Call:
1-800-iShares or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time)
Email:
iSharesETFs@blackrock.com
Write:
c/o BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540
Reports and other information about the Fund 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 the 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.
©2024 BlackRock, Inc. All rights reserved. iSHARES® and BLACKROCK®are registered trademarks of BFA and its affiliates. All other marks are the property of their respective owners.
Investment Company Act File No.: 811-09102
IS-P-CEMB-0324


March 1, 2024
 
 
2024 Prospectus
iShares, Inc.
• iShares J.P. Morgan EM High Yield Bond ETF | EMHY | CBOE BZX

The Securities and Exchange Commission (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.




Table of Contents
J.P. Morgan and J.P. Morgan USD Emerging Markets High Yield Bond Index are trademarks of JPMorgan Chase & Co. and have been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates.
i


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iSHARES® J.P. MORGAN EM HIGH YIELD BOND ETF
Ticker: EMHYStock Exchange: Cboe BZX
Investment Objective
The iShares J.P. Morgan EM High Yield Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar-denominated, emerging market high yield sovereign and corporate bonds.
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, Inc. (the Company) 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.
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
Total Annual
Fund
Operating
Expenses
0.50%
None
0.00%
0.50%

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%.
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
5 Years
10 Years
$51
$160
$280
$628
S-1


Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 20% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to track the investment results of the J.P. Morgan USD Emerging Markets High Yield Bond Index (the Underlying Index), which tracks the performance of below investment-grade U.S. dollar-denominated, emerging market fixed and floating-rate debt securities issued by corporate, sovereign, and quasi-sovereign entities. The Underlying Index includes securities that are classified as below investment-grade, also referred to as high yield (as determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan)), in the established J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices, and combines them with a market value based weighting. High yield bonds are also known as junk bonds. An instrument is classified as high yield when the middle rating from Moody’s Investors Service, Inc. (Moody’s), S&P Global Ratings, and Fitch Ratings, Inc. (Fitch) (each a Credit Rating Agency and collectively, the Credit Rating Agencies) is below investment-grade. When a credit rating
is only available from two Credit Rating Agencies, the lower of the two must be below investment-grade. When only one Credit Rating Agency rates an instrument, that rating is used. All instruments included in the Underlying Index are selected according to rules-based inclusion criteria regarding amount outstanding, issuer type, and maturity, among others. The securities included in the Underlying Index are rebalanced on the last business day of each month.
Bonds are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer’s operating assets are located within emerging market economies. Corporate instruments with a current face amount outstanding of $500 million or more and with at least 2.5 years until maturity are considered for inclusion. Corporate entities must be domiciled within Africa, Asia (excluding Japan), Eastern Europe, the Middle East, or Latin America. Sovereign and quasi-sovereign instruments with a current face amount outstanding of $1 billion or more and with at least 2.5 years until maturity are considered for inclusion. Quasi-sovereign entities are defined by the Index Provider as an entity that is 100% guaranteed or 100% government owned. All eligible component securities may remain in the Underlying Index until one year before maturity.
The J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices employ a diversification methodology, as determined by the Index Provider, which limits the weights of those index countries with larger debt stock by only
S-2


including a specified portion of such countries’ eligible current face amounts of debt outstanding. The methodology is designed to distribute the weights of issuers in each country within the J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices by limiting the weights of countries with higher debt outstanding and reallocating this excess to issuers in countries with lower debt outstanding.
As of October 31, 2023, the Underlying Index included issuers located in 64 countries. As of October 31, 2023, a significant portion of the Underlying Index is represented by sovereign and quasi-sovereign obligations. The components of the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund.
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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value
S-3


of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
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, 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.
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody's), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or
S-4


otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low
interest rate environment in recent years heightens the risks associated with rising interest rates.
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
S-5


Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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
S-6


limitations in such plans and systems. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to
the Fund’s shares trading at a premium or discount to the Fund’s NAV.
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take 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 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.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is
S-7


unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
Non-U.S. Agency Debt Risk. The Fund invests in uncollateralized bonds issued by agencies, subdivisions or instrumentalities of foreign governments. Bonds issued by foreign government agencies, subdivisions or instrumentalities are generally backed only by the general creditworthiness and reputation of the entity issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to provide that support. A non-U.S. agency’s operations and financial condition are influenced by the foreign government’s economic and other policies.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include
differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Central and South American Economic Risk and Middle Eastern Economic Risk.
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.
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, Central and South American Economic Risk,
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European Economic Risk and U.S. Economic Risk.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity
and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may
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be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, may be more likely to experience inflation, political turmoil and rapid changes in economic conditions than more developed and traditional emerging markets. Investments in frontier markets may be subject to a greater risk of loss than investments in more developed and traditional emerging markets. Frontier markets often have less uniformity in accounting and reporting requirements, unreliable securities valuations and greater risk associated with custody of securities. Economic, political, illiquidity and currency risks may be more pronounced with respect to investments in frontier markets than in emerging markets.
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. The economy of Saudi Arabia is dominated by petroleum exports. A sustained decrease in petroleum prices could have a negative impact on all aspects of the economy. Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers
in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. There remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia, and there is no assurance of political stability in Saudi Arabia.
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.
Security Risk. Some countries and regions in which the Fund invests 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 investments.
Sovereign and Quasi-Sovereign Obligations Risk. The Fund invests in securities issued by or guaranteed by non-U.S. sovereign governments and by
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entities affiliated with or backed by non-U.S. sovereign governments, which may be unable or unwilling to repay principal or interest when due. In times of economic uncertainty, the prices of these securities may be more volatile than those of corporate debt obligations or of other government debt obligations.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also
may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
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Performance Information
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Calendar Year by Year Returns
The best calendar quarter return during the periods shown above was 14.79% in the 2nd quarter of 2020; the worst was -18.81% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
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Average Annual Total Returns
(for the periods ended December 31, 2023)
 
One Year
Five Years
Ten Years
(Inception Date: 4/3/2012)
 
 
 
Return Before Taxes
11.43%
2.18%
3.22%
Return After Taxes on Distributions1
8.28%
-0.37%
0.57%
Return After Taxes on Distributions and Sale of Fund
Shares1
6.63%
0.58%
1.29%
J.P. Morgan USD Emerging Markets High Yield Bond
Index2(Index returns do not reflect deductions for fees,
expenses, or taxes)
12.03%
2.52%
3.54%

1
After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
2
Index returns through February 29, 2020 reflect the performance of the Morningstar® Emerging Markets High Yield Bond Index. Index returns beginning on March 2, 2020 reflect the performance of the J.P. Morgan USD Emerging Markets High Yield Bond Index, which, effective as of March 2, 2020, replaced the Morningstar® Emerging Markets High Yield Bond Index as the Underlying Index of the Fund.
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Management
Investment Adviserand Sub-Adviser. The Fund's investment adviser is BFA. The Fund’s sub-adviser is BlackRock International Limited (BIL or the Sub-Adviser).
Portfolio Managers. James Mauro and Karen Uyehara (the Portfolio Managers) are primarily responsible for the day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Mr. Mauro and Ms. Uyehara have been Portfolio Managers of the Fund since 2012 and 2021, respectively.
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 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 Fund
This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com.
BFA is the investment adviser to the Fund and BIL is the Sub-Adviser to the Fund. Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (Cboe BZX). The market price for a share of the Fund may be different from the Fund’s most recent NAV.
ETFs are funds that trade like other publicly traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the 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 Fund may be purchased or redeemed directly from the Fund 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 the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program.
An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund's use of representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment.
Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. Replication is an indexing strategy in which a fund invests in substantially all of the
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securities in its underlying index in approximately the same proportions as in the underlying index.
An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates.
The Fund's investment objective and the Underlying Index may be changed without shareholder approval.
The Fund has not been categorized under the EU sustainable finance disclosure regulation (SFDR) as an Article 8 or Article 9 product. In addition, the Fund's investment strategy does not take into account the criteria for environmentally sustainable economic activities under the EU sustainable investment taxonomy regulation or principal adverse impacts (PAIs) on sustainability factors under the SFDR. PAIs are identified under the SFDR as the material impacts of investment decisions on sustainability factors relating to environmental, social and employee matters, respect for human rights, and anti-corruption and anti-bribery matters.
A Further Discussion of Principal Risks
The 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. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. The Fund discloses its portfolio holdings daily at www.iShares.com.
Asian Economic Risk. Certain Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.
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Asset Class Risk. The securitiesand other assets in the Underlying Index or in the 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 the Fund to underperform other investment vehicles that invest in different asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be 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 because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s income, or in securities with greater risks or with other less favorable features.
Central and South American Economic Risk. Certain Central and South American countries have experienced high interest rates, economic volatility, high levels of inflation, currency devaluations, regime changes, government defaults and high unemployment rates. Additionally, commodities such as oil and gas, minerals and metals represent a significant percentage of the region’s exports, and the economies of countries in the region are particularly sensitive to fluctuations in commodity prices as a result. The impact of any of the foregoing events in one country could have a significant effect on the entire region.
Commodity Risk. Companies whose performance is reflected in the Fund’s portfolio or Underlying Index may be adversely affected by changes or trends in commodity prices. Commodity prices may be influenced or characterized by unpredictable factors, including, where applicable, high volatility, changes in supply and demand relationships, weather, agriculture, trade, pestilence, political instability, war, catastrophic events, changes in interest rates and monetary and other governmental policies, action and inaction, including price changes due to trade relations. Securities of companies held by the Fund that are dependent on a single commodity, or are
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concentrated in a single commodity sector, may typically exhibit even higher volatility attributable to commodity prices.
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, project types, group of project types, sector, market segment or asset class. The Fund may be more adversely affected by the underperformance of those securities and/or other assets, may experience increased price volatility and may be more susceptible to adverse economic, market, political, sustainability-related or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
Credit Risk. Credit risk is the risk that the issuer or guarantor of a debt instrument or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor its obligations.
The Fund’s portfolio will include below investment-grade bonds, which generally are subject to greater levels of credit risk than higher rated securities. There is the chance that the Fund’s holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), or that the market’s perception of an issuer’s creditworthiness may worsen, potentially reducing the Fund’s income level and share price. Debt instruments are subject to varying degrees of credit risk, depending on the issuer’s or counterparty’s financial condition and on the terms of the obligation, which may be reflected in their credit ratings.
Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades, as well as the holding of securities by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets may make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to the standards of care of their local markets. In general, the less developed a country’s securities markets are, the higher the degree of custody risk.
Cybersecurity Risk. The Fund,Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related cyber risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the 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. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services
4


unavailable to intended users). Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity failures by, or breaches of, the systems of the Fund's adviser, distributor and other service providers (including, but not limited to, index and benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the 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, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, 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 cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, the Index Provider, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.
European Economic Risk. The Economic and Monetary Union (the eurozone) of the European Union (the EU) requires compliance by member states that are members of the eurozone with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every country in Europe, including those countries that are not members of the eurozone. Additionally, European countries outside of the eurozone may present economic risks that are independent of the indirect effects that eurozone policies have on them. In particular, the United Kingdom's (the U.K.) economy may be affected by global economic, industrial and financial shifts. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of eurozone countries), the default or threat of default by an EU member state on its sovereign debt and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European financial markets have historically experienced volatility and adverse trends due to concerns about economic downturns or government debt levels in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have affected and may in the future adversely affect the exchange rate of the euro and may significantly affect European countries.
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Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, may limit future growth and economic recovery or may have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The U.K. left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including, for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Geographic Risk. Some of the companies in which the Fund invests are located in parts of the world that have historically been prone to natural disasters, such as earthquakes, tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are economically sensitive to environmental events. Any such event may adversely impact the economies of these geographic areas or business operations of companies in these geographic areas, causing an adverse impact on the value of the Fund.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody’s), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
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The major risks of high yield securities investments include:
High yield securities may be issued by less creditworthy issuers. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment-grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of high yield securities holders, leaving few or no assets available to repay high yield securities holders.
Prices of high yield securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of high yield securities than on other higher rated fixed-income securities. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.
Issuers of high yield securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
High yield securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems high yield securities held by the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
High yield securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the high yield securities market, and there may be significant differences in the prices quoted for high yield securities by the dealers. Because high yield securities may be less liquid than higher rated fixed-income securities, judgment may play a greater role in valuing certain of the Fund's securities than is the case with securities trading in a more liquid market.
The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
Illiquid Investments Risk. The 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 the 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. Liquid investments may become illiquid after purchase by the 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 the Fund, and any security or instrument held by the Fund may be deemed an illiquid investment pursuant to the Fund’s liquidity risk management program. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the 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 the Fund invests in securities or
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instruments with substantial market and/or credit risk, the 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 the Fund primarily seeks to redeem shares of the Fund on an in-kind basis, if the Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, the Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from the Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as the Fund, causing increased supply of the Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund's NAV.
Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds, as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds. The Index Provider’s substitution of bonds in the Underlying Index may occur, for example, when the time to maturity for the bond no longer matches the Underlying Index’s stated maturity guidelines.
Index-Related Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. BFA’s mandate as described in this Prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BFA. BFA does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. In addition, there may be heightened risks associated with the adequacy and reliability of the information the Index Provider uses given the Fund's exposure to emerging markets, as certain emerging markets may have less information available or less regulatory oversight. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains
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incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.
Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance to the Underlying Index. This could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
Indexing Investment Risk. The Fund is not actively managed and may be affected by a general decline in market segments related to the Underlying Index. The Fund invests in securities included in, or representative of, the Underlying Index, regardless of their investment merits. BFA generally does not attempt to invest the Fund's 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 the 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 Fund invests will have an impact on the Fund and its investments and will impact the Fund’s ability to purchase or sell securities in such markets.Market or
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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 the Fund’s investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in 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.
Interest Rate Risk. If interest rates rise, the value of fixed-income securities or other instruments held by the Fund would likely decrease. A measure investors commonly use to determine this price sensitivity is called duration. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes, usually making their prices more volatile than those of securities with shorter durations. For example, if a bond has a duration of five years and interest rates rise, the price of the bond will likely decline by a greater percentage than if the bond had a one year duration. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer duration, rising interest rates may cause the value of the Fund's investments to decline significantly, which would adversely affect the value of the Fund. An increase in interest rates may lead to heightened volatility in the fixed-income markets and adversely affect certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. In addition, decreases in fixed-income dealer market-making capacity may lead to lower trading volume, heightened volatility, wider bid-ask spreads and less transparent pricing in certain fixed-income markets.
The historically low interest rate environment in recent years was created in part by the world’s major central banks keeping their overnight policy interest rates at, near or below zero percent and implementing monetary policy facilities, such as asset purchase programs, to anchor longer-term interest rates below historical levels. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are set at low levels and the market prices of
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portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. Central banks may increase their short-term policy rates or begin phasing out, or tapering, accommodative monetary policy facilities in the future. The timing, coordination, magnitude and effect of such policy changes on various markets are uncertain, and such changes in monetary policy may adversely affect the value of the Fund’s investments.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the 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. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities 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.
Management Risk. Because BFA uses a representative sampling indexing strategy, the Fund will not fully replicate the Underlying Index and may hold securities not included in the Underlying Index. As a result, the Fund is subject to the risk that BFA’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.
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. 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, regions, markets, industries, sectors or asset classes, as applicable. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the 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 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 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 Fund's primary listing is maintained, and may otherwise be made available to non-U.S. investors
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through funds or structured investment vehicles similar to depositary receipts. There can be no assurance that the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The 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 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 the Fund may trade in the secondary market at times when the Fund does 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 Fund accepts purchase and redemption orders.
Secondary market trading in Fund shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in 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 the 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 the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund.
Shares of the Fund May Trade at Prices Other Than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Fund's shares fluctuates continuously throughout trading hoursbased on both market supply of and demand for Fund shares and the underlying value of the Fund's portfolio holdings or NAV. As a result, the trading prices of the Fund’s shares may deviate significantly from NAV during periods of market volatility, including during periods of significant redemption requests or other unusual market conditions. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE 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 the Fund 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 the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund's 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,
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and during periods of significant market volatility, may result in trading prices for shares of the Fund that differ significantly from its NAV. Authorized Participants may be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or its underlying investments, which may contribute to the 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 the 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 the 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.
Middle Eastern Economic Risk. Many Middle Eastern countries have little or no democratic tradition, and the political and legal systems in such countries may adversely impact the companies in which the Fund invests and, as a result, the value of the Fund. Middle Eastern governments have exercised and continue to exercise substantial influence over many aspects of the private sector. Many economies in the Middle East are highly reliant on income from the sale of oil and natural gas or trade with countries involved in the sale of oil and natural gas, and their economies are therefore vulnerable to changes in the market for oil and natural gas and foreign currency values. As global demand for oil and natural gas fluctuates, many Middle Eastern economies may be significantly impacted. A sustained decrease in commodity prices could have a significant negative impact on all aspects of the economy in the region. Middle Eastern economies may be subject to acts of terrorism, political strife, religious, ethnic or socioeconomic unrest and sudden outbreaks of hostilities with neighboring countries.
Certain Middle Eastern countries have strained relations with other Middle Eastern countries due to territorial disputes, historical animosities, international alliances, religious tensions or defense concerns, which may adversely affect the economies of these countries. Certain Middle Eastern countries experience significant unemployment, as well as widespread underemployment.
Many Middle Eastern countries periodically have experienced political, economic and social unrest as protestors have called for widespread reform. Some of these protests have resulted in a governmental regime change, internal conflict or civil war. If further regime changes were to occur, internal conflict were to intensify, or a civil war were to continue in any of these countries, such instability could adversely affect the
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economies of Middle Eastern countries in which the Fund invests and could decrease the value of the Fund’s investments.
Non-U.S. Agency Debt Risk. The Fund invests in uncollateralized bonds issued by agencies, subdivisions or instrumentalities of foreign governments. Bonds issued by these foreign government agencies, subdivisions or instrumentalities are generally backed only by the creditworthiness and reputation of the entities issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to actually provide that support. If a non-U.S. agency is unable to meet its obligations, the performance of the Fund will be adversely impacted. A non-U.S. agency’s operations and financial condition are influenced by the foreign government’s economic and other policies. Changes to the financial condition or credit rating of a foreign government may cause the value of debt issued by that particular foreign government’s agencies, subdivisions or instrumentalities to decline. During periods of economic uncertainty, the trading of non-U.S. agency bonds may be less liquid while market prices may be more volatile than prices of U.S. agency bonds. Additional risks associated with non-U.S. agency investing include differences in accounting, auditing and financial reporting standards, adverse changes in investment or exchange control regulations, political instability, which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.
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.
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Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Newly privatized companies may face strong competition from government-sponsored competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or changing regulatory and legal standards or, in some cases, due to re-nationalization of such privatized entities. There is no assurance that similar losses will not recur.
Reliance on Trading Partners Risk. Economies in emerging market countries generally are heavily dependent upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, and managed adjustments in relative currency values, and may suffer from extreme and volatile debt burdens or inflation rates. These countries may be subject to other protectionist measures imposed or negotiated by the countries with which they trade, including the imposition of tariffs by the U.S. or other importing countries.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. The Chinese economy is subject to a considerable degree of economic, political and social instability.
Political and Social Risk. The Chinese government is authoritarian and has periodically used force to suppress civil dissent. Disparities of wealth and the pace of economic liberalization may lead to social turmoil, violence and labor unrest. In addition, China continues to experience disagreements related to integration with Hong Kong and religious and nationalist disputes in Tibet and Xinjiang. There is also a greater risk in China than in many other countries of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation as a result of internal social unrest or conflicts with other countries. Unanticipated political or social developments may result in sudden and significant investment losses. China's growing income inequality, rapidly aging population and significant environmental issues also are factors that may affect the Chinese economy.
Government Control and Regulations. The Chinese government has implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in the economy, reduce government control of the economy and develop market mechanisms. However, government control over certain sectors or enterprises and significant regulation of investment and industry is still pervasive, including restrictions on investment in companies or industries deemed to be sensitive to particular national interests, trading of securities of Chinese issuers, foreign ownership of Chinese corporations and/or the repatriation of assets by foreign investors. Limitations or restrictions on foreign ownership of securities may have adverse effects on the liquidity and performance of the Fund and could lead to higher tracking error. Chinese government intervention in the market may have a negative impact on market sentiment, which may in turn affect the performance of the Chinese economy and the Fund’s investments. Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies that may be connected to governmental influence, lack
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of publicly available information, and political and social instability. Chinese issuers, such as those in the financial services or technology sectors, and potentially other sectors are also subject to the risk that Chinese authorities can intervene in their operations and structure, which may negatively affect the value of the Fund's investments.
Economic Risk. The Chinese economy may be adversely affected by, among other things, a deterioration in global demand for Chinese exports or a contraction in spending on domestic goods by Chinese consumers. In addition, China may experience substantial rates of inflation, significant indebtedness or economic recessions, which would have a negative effect on its economy and securities market. Delays in enterprise restructuring, slow development of well-functioning financial markets and widespread corruption have also hindered the performance of the Chinese economy. China continues to receive substantial pressure from trading partners to liberalize official currency exchange rates.
Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy and companies in which the Fund invests. Certain Chinese companies (which may change from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. For example, certain foreign technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or cause market disruptions. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Expropriation Risk. The Chinese government maintains a major role in economic policymaking, and investing in China involves risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested.
Security Risk. China has strained international relations with Taiwan, Japan, India, Russia and other neighbors due to territorial disputes, historical animosities, defense concerns and other security concerns. Heightened tensions or an outbreak of hostilities between China and Taiwan may adversely impact China’s economy as well as the global economy and the value of the Fund’s investments. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity
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and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Relations between China’s Han ethnic majority and other ethnic groups in China, including Tibetans and Uighurs, are also strained and have been marked by protests and violence. These situations may cause uncertainty in the Chinese market and may adversely affect the Chinese economy. In addition, conflict on the Korean Peninsula could adversely affect the Chinese economy. Such risks, among others, may adversely affect the value of the Fund’s investments.
Hong Kong Political Risk. Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special Administrative Region of the People's Republic of China under the principle of one country, two systems. Although China is obligated to maintain the current capitalist economic and social system of Hong Kong through June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong Kong is dependent on the government of China. Since 1997, there have been tensions between the Chinese government and many people in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal and social framework. Recent protests and unrest have increased tensions even further. Due to the interconnected nature of the Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese markets. In addition, the Hong Kong dollar trades at a fixed exchange rate in relation to (or is pegged to) the U.S. dollar, which has contributed to the growth and stability of the Hong Kong economy. However, it is uncertain how long the currency peg will continue or what effect the establishment of an alternative exchange rate system would have on the Hong Kong economy. Because the Fund's NAV is denominated in U.S. dollars, the establishment of an alternative exchange rate system could result in a decline in the Fund's NAV.
Limited Information and Legal Remedies. Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in Emerging Markets. Investments in emerging market issuers are subject to a greater risk of loss than investments in issuers located or operating in more developed markets. This is due to, among other things, the potential for greater market volatility, lower trading volume, higher levels of inflation, social, political or economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than are typically found in more developed markets.
Some countries in which the Fund may invest may experience economic instability, including instability resulting from substantial rates of inflation or significant devaluations of their currency, or economic recessions, which would have a negative
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effect on the economies and securities markets of their economies. Some of these countries may also impose restrictions on the exchange or export of currency or adverse currency exchange rates and may be characterized by a lack of available currency hedging instruments.
Disparities of wealth, the pace and success of democratization and ethnic, religious and racial disaffection, among other factors, may exacerbate social unrest, violence and labor unrest in some of the countries in which the Fund may invest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses.
Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Moreover, emerging markets often have less reliable securities valuations and greater risks associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
In addition, emerging markets often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Chronic structural public sector deficits in some countries in which the Fund may invest may adversely impact securities held by the Fund.
Local securities markets in emerging market countries may trade a small number of securities and may be unable to respond effectively to changes in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Settlement procedures in emerging market countries are frequently less developed and reliable than those in the U.S. (and other developed countries). In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its portfolio securities and could have an adverse effect on the Fund in seeking to achieve its investment objective.
There could be additional impacts on the value of the Fund as a result of sustainability risks, in particular those caused by environmental changes related to climate change, social issues (including relating to labor rights) and governance risk (including but not limited to risks around board independence, ownership and control, or audit and tax management). Additionally, disclosures or third-party data coverage associated with sustainability risks is generally less available or transparent in these markets.
Investing in emerging market countries involves a higher risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested in certain emerging market countries. As a result, investments in certain countries in which the Fund may invest may be subject to loss due to expropriation or nationalization of
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assets and property or the imposition of restrictions on foreign investments and repatriation of capital.
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets considered to be among the smallest, least mature and the securities of the issuers of which are the least liquid. Investments in frontier markets generally are subject to a greater risk of loss than investments in developed markets or traditional emerging markets. This is due to, among other things, smaller economies, less developed capital markets, greater market volatility, lower trading volume, political and economic instability, greater risk of a market shutdown, capital controls, delays or limits on repatriation of local currency, insolvency of local governments, and more governmental limitations on foreign investments than typically found in more developed markets. Frontier markets are even more prone to economic shocks associated with political and economic risks than are emerging markets generally. Many frontier market countries may be dependent on commodities, foreign trade or foreign aid. As a result, those risks traditionally associated with investments in emerging markets may be more pronounced with respect to investments in frontier market economies.
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. In addition, the Saudi Arabian government places investment limitations on the ownership of Saudi Arabian issuers by foreign investors, including a limitation on the Fund’s ownership of any single issuer listed on the Saudi Arabian Stock Exchange, which may prevent the Fund from investing in accordance with its strategy and contribute to tracking error against the Underlying Index. Saudi Arabia is highly reliant on income from the sale of petroleum and trade with other countries involved in the sale of petroleum, and its economy is therefore vulnerable to changes in foreign currency values and the market for petroleum. As global demand for petroleum fluctuates, Saudi Arabia may be significantly impacted. Like most Middle Eastern governments, the government of Saudi Arabia exercises substantial influence over many aspects of the private sector. Although liberalization in the wider economy is underway, in many areas it has lagged significantly: restrictions on foreign ownership persist, and the government has an ownership stake in many key industries. The situation is exacerbated by the fact that Saudi Arabia is governed by an absolute monarchy. Saudi Arabia has historically experienced strained relations with economic partners worldwide, including other countries in the Middle East, due to geopolitical events. Governmental actions in the future could have a significant effect on economic conditions in Saudi Arabia, which could affect private sector companies and the Fund, as well as the value of securities in the Fund’s portfolio. Any economic sanctions on Saudi Arabian individuals or Saudi Arabian corporate entities, or even the threat of sanctions, may result in the decline of the value and liquidity of Saudi Arabian securities, a weakening of the Saudi riyal or other adverse consequences to the Saudi Arabian economy. In addition, Saudi Arabia’s economy relies heavily on cheap, foreign labor, and changes in the availability of this labor supply could have an adverse effect on the economy.
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Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. Although the political situation in Saudi Arabia is largely stable, Saudi Arabia has historically experienced political instability, and there remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia. Political instability in the larger Middle East region has caused significant disruptions to many industries. Continued political and social unrest in these areas may negatively affect the value of securities in the Fund’s portfolio.
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. BlackRock Institutional Trust Company, N.A. (BTC), theFund's securities lending agent, will take into account the tax impact to shareholders of substitute payments for dividends when managing theFund's securities lending program.
Security Risk. Some geographic areas in which the Fund invests have experienced acts of terrorism and strained international relations due to territorial disputes, historical animosities, defense concerns and other security concerns. These situations may cause uncertainty in the markets of these geographic areas and may adversely affect their economies.
Sovereign and Quasi-Sovereign Obligations Risk. An investment in sovereign or quasi-sovereign debt obligations involves special risks not present in corporate debt obligations. Sovereign debt includes securities issued by or guaranteed by a non-U.S. sovereign government, and quasi-sovereign debt includes securities issued by or guaranteed by an entity affiliated with or backed by a sovereign government. The issuer of the sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of a sovereign debt obligation to decline. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of U.S. debt obligations and may affect the Fund's NAV. Quasi-sovereign debt obligations are typically less liquid and less standardized than sovereign debt obligations. In the past, certain emerging market countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts. Several countries in which the Fund invests have defaulted on their sovereign debt obligations in the past or encountered downgrades of
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their sovereign debt obligations, and those countries (or other countries) may default or risk further downgrades in the future.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
U.S. Economic Risk. The U.S. is a significant, and in some cases the most significant, trading partner of, or foreign investor in, certain countries in which the Fund invests. As a result, economic conditions of such countries may be particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material adverse effect on the economic conditions of such countries and, as a result, securities to which the Fund has exposure. 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.
Valuation Risk. The price the Fund could receive upon the sale of a securityor other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 or during time periods when the Fund does not price its shares, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
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A Further Discussion of Other Risks
The 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.
African Economic Risk. Investing in the economies of African countries involves risks not typically associated with investments in securities of issuers in more developed economies, countries or geographic regions that may negatively affect the value of investments in the Fund. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, imposition of capital controls and delays or limits on repatriation of local currency, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest or widespread outbreaks of disease.
The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than markets located in more developed economies, countries or geographic regions. Securities markets in African countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Moreover, trading on African securities markets may be suspended altogether.
Certain governments in African countries may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investment by foreign investors; may limit the amount of investment by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domestic investors of those countries; and/or may impose additional taxes on foreign investors. These factors, among others, make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries.
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
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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.
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 the Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit the 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 the Fund.
Energy Risk. The market value of securities issued by companies in the energy sector may decline for the following reasons, among others: changes in and volatility of global energy prices, energy supply and demand, and spending on exploration and production of energy sources; exchange rates, interest rates, economic conditions, and tax treatment; changes in the actual or perceived availability of oil or other resource deposits; the enactment or cessation of trade sanctions or import controls; war or other geopolitical conflicts; negative perception; increased litigation; energy conservation efforts; energy infrastructure developments or service failures; and increased competition and technological advances. Companies in this sector may be subject to substantial government regulation and contractual fixed pricing, which may increase the cost of doing business and limit the earnings of these companies. A significant portion of the revenues of these companies may depend on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this sector.
Energy companies may also operate in, or engage in transactions involving, countries that have less developed regulatory regimes or a history of expropriation, confiscation of assets, foreign investment restrictions, nationalization or other adverse policies or that are at greater risk of political and social unrest, coups or labor disruptions. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental problems, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, cyber incident, political strife or natural disasters. Any such event could have serious consequences for the general population of the affected area and could have an adverse impact on the Fund’s portfolio and the performance of the Fund. Energy companies may have relatively high levels of debt and may be more likely than other companies to restructure their businesses if there are downturns in energy markets or in the global economy. Energy production companies, especially those for oil and gas, may also have to contend with service disruptions, pipeline and equipment leaks and
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ruptures, explosions, fires, unscheduled downtime, transportation interruptions, discharges or releases of toxic or hazardous gases and other environmental risks.
The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on February 24, 2022 led to 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, in response, 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 Fund.
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 the Fund. The extent to which
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the Fund may invest in a company that engages in securities-related activities or banking is limited by applicable law.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Fund’s adviser or 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 invest in the Fund and hold their investment 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 the Fund would be maintained. Redemptions of a large number of Fund shares by these shareholders may adversely affect the Fund’s liquidity and net assets. To the extent the Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or 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. The Fund also may be required to sell its more liquid Fund 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 shares on the secondary market, such transactions may account for a large percentage of the trading volume for the shares of the Fund and may, therefore, have a material upward or downward effect on the market price of the Fund 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.
Sustainability Risk. Sustainability risk is an inclusive term to designate investment risk (probability or uncertainty of occurrence of material losses relative to the expected return of an investment) that relates to environmental, social or governance issues.
Sustainability risk around environmental issues includes, but is not limited to, climate risk, both physical and transition risk. Physical risk arises from the physical effects of climate change, acute or chronic. For example, frequent and severe climate-related events can impact products and services and supply chains. Transition risk – whether policy, technology, market or reputation risk – arises from the adjustment to a low-carbon economy in order to mitigate climate change. Risks related to social issues can include, but are not limited to, labor rights and community relations. Governance-related risks can include but are not limited to risks around board independence, ownership and control, and audit and tax management. These risks can impact an issuer’s operational effectiveness and resilience as well as its public perception and reputation, affecting its profitability and, in turn, its capital growth and ultimately impacting the value of holdings in the Fund.
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These are only examples of sustainability risk factors, and sustainability risk factors do not solely determine the risk profile of the investment. The relevance, severity, materiality and time horizon of sustainability risk factors and other risks can differ significantly across funds.
Sustainability risk can manifest itself through different existing risk types including, but not limited to, market, liquidity, concentration, credit and asset-liability mismatch risk. For example, the Fund may invest in the securities of an issuer that could face potentially reduced revenues or increased expenditures from physical climate risk (e.g., decreased production capacity due to supply chain perturbations, lower sales due to demand shocks or higher operating or capital costs) or transition risk (e.g., decreased demand for carbon-intensive products and services or increased production costs due to changing input prices). As a result, sustainability risk factors may have a material impact on an investment, may increase volatility, may affect liquidity and may have an adverse impact on the value of shares of the Fund.
The impact of those risks may be higher for funds with particular sectoral or geographic concentrations. For example, funds with geographic concentration in locations susceptible to adverse weather conditions where the value of the investments in the funds may be more susceptible to adverse physical climate events, or funds with specific sectoral concentrations, such as investing in industries or issuers with high carbon intensity or high switching costs associated with the transition to low carbon alternatives, may be more impacted by climate transition risks.
All or a combination of these factors may have an unpredictable impact on the relevant fund’s investments. Under normal market conditions, such events could have a material impact on the value of shares of the Fund.
Assessments of sustainability risk are specific to the asset class and to a fund’s investment objective. Different asset classes require different data and tools to apply heightened scrutiny, assess materiality, and make meaningful differentiation among issuers and assets. To the extent consistent with the Fund’s investment objective, risks are considered and risk managed concurrently, by prioritizing in part based on materiality and on the Fund’s objective.
The impacts of sustainability risk are likely to develop over time, and new sustainability risks may be identified as further data and information regarding sustainability factors and impacts become available.
Threshold/Underinvestment Risk. If certain aggregate and/or fund-level ownership thresholds are reached through transactions undertaken by BFA, its affiliates or the 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 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 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 Fund’s portfolio holdingscompared to the performance of the Underlying Index. This may increase the risk of the Fund being underinvested to the Underlying Index and increase the risk of tracking error.
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For example, in certain circumstances where the 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 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.
Portfolio Holdings Information
A description of the Company's policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund's Statement of Additional Information (SAI). The Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing information regarding the 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 Fund. BFA provides an investment program for the Fund and manages the investment of the Fund’s assets. In managing the Fund, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve the 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 Company (entered into on behalf of the Fund), BFA is responsible for substantially all expenses of the Fund, 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 Directors who are not interested persons of the Company). Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any.
For the fiscal year ended October 31, 2023, BFA was paid a management fee from the Fund, as a percentage of the Fund’s average daily net assets, at the annual rate of 0.50%.
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.
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BFA has entered into a sub-advisory agreement with the Sub-Adviser, an affiliate of BFA, under which BFA pays the Sub-Adviser for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement or (ii) an amount based on the cost of the services provided. The Sub-Adviser, subject to the supervision and oversight of the Company's Board of Directors (the Board) and BFA, is primarily responsible for the execution of securities transactions outside the U.S. and Canada and may, from time to time, participate in the management of specified assets in the Fund’s portfolio. If the Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive from BFA an amount equal to 20% of BFA’s management fee, and if the Sub-Adviser provides services related solely to trading, then it is entitled to receive from BFA an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser.
BFA is located at 400 Howard Street, San Francisco, CA 94105. It is an indirect wholly-owned subsidiary of BlackRock, Inc. (BlackRock). As of December 31, 2023, BFA and its affiliates provided investment advisory services for assets of approximately $10.0 trillion. BIL is an investment adviser located in the U.K. at Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL, Scotland 011 44 131 472 7200. The Sub-Adviser is a registered investment adviser and a commodity pool operator organized in 1999. BFA, the Sub-Adviser, and its affiliates trade and invest for their own accounts in the actual securities and types of securities in which the Fund 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 BFAand the Sub-Advisory Agreement between BFA and the Sub-Adviser is available in the Fund's Annual Report for the period ended October 31.
Portfolio Managers. James Mauro and Karen Uyehara are primarily responsible for the day-to-day management of the Fund. 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 teams 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.
James Mauro has been employed by BFA or its affiliates as a portfolio manager since 2011. Prior to that, Mr. Mauro was a Vice President at State Street Global Advisors. Mr. Mauro has been a Portfolio Manager of the Fund since 2012.
Karen Uyehara has been employed by BFA or its affiliates as a senior portfolio manager since 2010. Prior to that, Ms. Uyehara was a portfolio manager at Western Asset Management Company (WAMCO). Ms. Uyehara has been a Portfolio Manager of the Fund since 2021.
The Fund's 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 Fund.
Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Fund. JPMorgan
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Chase Bank, N.A. serves as custodian for the Fund 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 accounts they manage, may present conflicts of interest that could disadvantage the Fund and its 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 Fund. 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 Fund. 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 Fund may directly or indirectly invest. The Fund 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 Fund 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 Fund 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 Fund or who engage in transactions with or for the Fund, 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 Fund and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. 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 Fund 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 Fund 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 Fund.
Neither BlackRock nor any Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with the Fund for appropriate investment opportunities. The results of the Fund's 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 Fund 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.
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In addition, the Fund 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 Fund. 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 Fund.
The Fund's 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, the 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 Fund has 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 Fund (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.
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 Fund. The price, availability, liquidity, and (in some cases) expense ratio of the Fund may be impacted by purchases and sales of the Fund 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 Fund and its 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 Fund, 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 Fund may be acquired or redeemed directly from the Fund only in Creation Units or multiples thereof, as discussed in the Creations
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and Redemptions section of this Prospectus. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
Shares of the 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 Company does not impose any minimum investment for shares of the Fund purchased on an exchange or otherwise in the secondary market. The Fund's shares trade under the ticker symbol EMHY.
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 Fund 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 the 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.
The 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 the 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, the 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 the 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 the 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. The Fund’s primary listing exchange is Cboe BZX.
Section 12(d)(1) of the 1940 Act generally restricts investments by investment companies, including foreign and unregistered investment companies, in the securities
31


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. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in SEC rules. In order for a registered investment company to invest in shares of the Fund beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the 1940 Act, the registered investment company must, among other things, enter into an agreement with the Company. 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 Fund 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 the Fund.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. 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 the 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 underlying securities held by the Fund, economic conditions and other factors.
Determination of Net Asset Value. The NAV of the 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 the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held by the Fund is determined pursuant to BFA’s valuation policies and procedures. BFA has been
32


designated by the Board as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act.
The Fund values fixed-income portfolio securities using last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by the Fund's approved independent third-party pricing services, each in accordance with BFA's valuation policies and procedures. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots often trade at lower prices than institutional round lots. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless BFA determines in good faith that such method does not represent fair value.
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 Fund 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 the 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 the 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, the 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 the 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 the 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. Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Underlying Index.
33


Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at least once a year by the Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Company may make distributions on a more frequent basis for the Fund. The Company reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends and other distributions on shares of the 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 the Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Company. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the 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 the 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 Fund will be taxed. The tax information in this Prospectus is provided as general information, based on current law. There is no guarantee that shares of the Fund will receive certain regulatory or accounting treatment. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund.
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 the Fund makes distributions or you sell Fund shares.
Taxes on Distributions. Distributions from the Fund’s net investment income, includingdistributions of income from securities lending and distributions out of the Fund's net short-term capital gains, if any, are taxable to you as ordinary income. The Fund's distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the shares. 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
34


exceeds certain threshold amounts. Distributions from the Fund are subject to a 3.8% U.S. federal Medicare contribution tax on net investment income, for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts. 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.
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 the 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 the Fund’s minimum distribution requirements, but not in excess of the 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 will 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 the Fund as capital assets.
Dividends, interest and capital gains earned by the Fund with respect to securities issued by non-U.S. issuers may give rise to withholding, capital gains 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 the 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.), generally the Fund may pass through to you certain non-U.S. income taxes (including withholding taxes) paid by the Fund. This means that you would be considered to have received as an additional dividend your share of such non-U.S. taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your U.S. federal income tax.
For purposes of foreign tax credits for U.S. shareholders of the Fund, foreign capital gains taxes may not produce associated foreign source income, limiting the availability of such credits for U.S. persons.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. entity (other than a pass-through entity to the extent owned by U.S. persons), the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. federal 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 the 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 U.S. Internal Revenue Service (IRS) information regarding their direct and indirect U.S. account
35


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 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 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.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Fund 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 Fund's Distributor, an affiliate of BFA. 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 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 the 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). The Fund may, in certain circumstances, offer Creation Units partially or solely for cash.
36


Except when aggregated in Creation Units, shares are not redeemable by the Fund. Creation and redemption baskets may differ and the Fund will accept custom baskets. More information regarding custom baskets is contained in the Fund's 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 the Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of the 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 the Fund's instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the 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 Fund's SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of the 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.
37


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.
38


Distribution
The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001.
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 Fund 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 Fund. 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 Fund or other iShares funds over another investment. More information regarding these payments is contained in the Fund's 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.
39


Financial Highlights
The financial highlights table is intended to help investors understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report is included, along with the Fund's financial statements, in the Fund's Annual Report (available upon request).
Financial Highlights
(For a share outstanding throughout each period)
 
iShares J.P. Morgan EM High Yield Bond ETF
 
Year Ended
10/31/23
Year Ended
10/31/22
Year Ended
10/31/21
Year Ended
10/31/20
Year Ended
10/31/19
Net asset value, beginning of
year
$32.19
$43.61
$43.06
$46.63
$45.29
Net investment income(a)
2.41
2.34
2.43
2.52
2.66
Net realized and unrealized
gain (loss)(b)
1.37
(11.36
)
0.68
(3.54
)
1.93
Net increase (decrease) from
investment operations
3.78
(9.02
)
3.11
(1.02
)
4.59
Distributions from net
investment income(c)
(2.48
)
(2.40
)
(2.56
)
(2.55
)
(3.25
)
Net asset value, end of year
$33.49
$32.19
$43.61
$43.06
$46.63
Total Return(d)
Based on net asset value
11.82
%
(21.35
)%
7.16
%
(2.08
)%
10.51
%
Ratios to Average Net
Assets(e)
Total expenses
0.50
%
0.50
%
0.50
%
0.50
%
0.50
%
Total expenses after fees waived
0.50
%
0.50
%
0.49
%
0.48
%
0.50
%
Net investment income
6.97
%
6.13
%
5.40
%
5.75
%
5.75
%
Supplemental Data
Net assets, end of year (000)
$306,452
$291,297
$475,355
$303,584
$333,378
Portfolio turnover rate(f)
20
%
16
%
23
%
65
%
32
%

(a) Based on average shares outstanding.
(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in
securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market
values of the Fund’s underlying securities.
(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.
(d) Where applicable, assumes the reinvestment of distributions.
(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.
(f) Portfolio turnover rate excludes in-kind transactions.
40


Index Provider
J.P. Morgan is the Index Provider for the Underlying Index. J.P. Morgan is not affiliated with the Company, BFA,BIL, the Distributor or any of their respective affiliates.
J.P. Morgan provides financial, economic and investment information to the financial community. Security additions and deletions into the emerging markets bond indexes do not in any way reflect an opinion on the investment merits of the security.
Disclaimers
The Fund is not sponsored, endorsed, sold or promoted by J.P. Morgan. J.P. Morgan makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund in particular, or the ability of the Underlying Index to track general market performance. J.P. Morgan's only relationship to the Company and BFA or its affiliates is the licensing of certain trademarks and trade names of J.P. Morgan and of the Underlying Index which is determined, composed and calculated by J.P. Morgan without regard to the Company, BFA or its affiliates or the Fund. J.P. Morgan has no obligation to take the needs of BFA or its affiliates or the owners of shares of the Fund into consideration in determining, composing or calculating the Underlying Index. J.P. Morgan is not responsible for and has not participated in the determination of the prices and amount of shares of the Fund, or the timing of the issuance or sale of such shares or in the determination or calculation of the equation by which shares of the Fund are to be converted into cash. J.P. Morgan has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund. J.P. Morgan does not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and J.P. Morgan shall have no liability for any errors, omissions or interruptions therein.
J.P. Morgan makes no warranty, express or implied, as to results to be obtained by BFA or its affiliates, owners of shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein. J.P. Morgan makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall J.P. Morgan have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) resulting from the use of the Underlying Index or any data included therein, even if notified of the possibility of such damages.
The past performance of the Underlying Index is not a guide to future performance. BFA and its affiliates do not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and BFA and its affiliates shall have no liability for any errors, omissions or interruptions therein. BFA and its affiliates make no warranty, express or implied, to the owners of shares of the Fund or to any other person or entity,
41


as to results to be obtained by the Fund from the use of the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall BFA or its affiliates have any liability for any special, punitive, direct, indirect, consequential or any other damages (including lost profits), even if notified of the possibility of such damages.
42


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Want to know more?
iShares.com  | 1-800-474-2737
Information on the Fund’s 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 Fund, you may request a copy of the SAI. The SAI provides detailed information about the Fund 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 the 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 Company or shares of the Fund or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Call:
1-800-iShares or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time)
Email:
iSharesETFs@blackrock.com
Write:
c/o BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540
Reports and other information about the Fund 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 the 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.
©2024 BlackRock, Inc. All rights reserved. iSHARES® and BLACKROCK®are registered trademarks of BFA and its affiliates. All other marks are the property of their respective owners.
Investment Company Act File No.: 811-09102
IS-P-EMHY-0324


March 1, 2024
 
 
2024 Prospectus
iShares, Inc.
• iShares J.P. Morgan EM Local Currency Bond ETF | LEMB | NYSE ARCA

The Securities and Exchange Commission (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.




Table of Contents
J.P. Morgan and J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index are trademarks of JPMorgan Chase & Co. and have been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates.
i


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iSHARES® J.P. MORGAN EM LOCAL CURRENCY BOND ETF
Ticker: LEMBStock Exchange: NYSE Arca
Investment Objective
The iShares J.P. Morgan EM Local Currency Bond ETF (the Fund) seeks to track the investment results of an index composed of local currency denominated, emerging market sovereign bonds.
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, Inc. (the Company) 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.
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
Total Annual
Fund
Operating
Expenses
0.30%
None
0.00%
0.30%

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%.
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
5 Years
10 Years
$31
$97
$169
$381
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Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 45% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to track the investment results of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (the Underlying Index), which tracks the performance of local currency-denominated sovereign bond markets of emerging market countries. All bonds included in the Underlying Index are selected according to a set of rule-based inclusion criteria regarding issue size, bond type, maturity, and liquidity. The securities included in the Underlying Index are rebalanced on the last weekday of the month. Eligible countries included in the Underlying Index are determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan) based on the Index Provider’s definition of emerging market countries.
Eligible issuer countries must have (1) gross national income (GNI) below the Index Income Ceiling (IIC) for three consecutive years or (2) an Index Purchasing Power Parity Ratio (the IPR) below the EM IPR threshold, each as defined by the Index Provider, for three consecutive years. An existing
country may be considered for removal from the Underlying Index if its GNI per capita is above the IIC for three consecutive years and its long-term sovereign credit rating from Standard & Poor’s Global Ratings (S&P Global), Moody’s Investors Service, Inc. (Moody’s), and Fitch Ratings, Inc. (Fitch) is A-/A3/A- or above for three consecutive years. For purposes of compiling the Underlying Index, individual country weights are capped at maximum 15% and floored at minimum 4.5%. Eligible individual securities must have a minimum face amount outstanding of U.S. $1 billion equivalent for onshore local currency bonds and U.S. $500 million for global bonds (offshore currency linked bonds). All component securities must have at least 2.5 years to maturity from the inclusion date and a remaining maturity of 6 months or greater at the time of rebalancing to remain eligible for the Underlying Index.
Floating-rate issues, capitalization/amortizing bonds, and bonds with callable, puttable or convertible features are not eligible for inclusion in the Underlying Index.
As of October 31, 2023, the Underlying Index included securities issued by Brazil, Chile, China, Colombia, Czech Republic, Dominican Republic, Egypt, Hungary, Indonesia, Malaysia, Mexico, Peru, Poland, Romania, Serbia, South Africa, Thailand, Turkey and Uruguay.
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
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Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash
and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
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, 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
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(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.
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and
detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent years heightens the risks associated with rising interest rates.
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over
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longer periods during more prolonged market downturns. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
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
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than the market as a whole, to the extent that the Fund's investments are concentrated in the securities and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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.
Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody's), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments
S-6


during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take 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 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.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
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.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by
S-7


U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Asian Economic Risk, Central and South American Economic Risk and Eastern European Economic Risk.
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.
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European
Economic Risk, and North American Economic Risk.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity
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and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may
be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in the China Bond Market. The Fund invests directly in the domestic bond market in the People’s Republic of China (China or the PRC) (the China Interbank Bond Market) through the northbound trading Bond Connect. All bonds traded through Bond Connect will be registered in the name of the PRC’s Central Moneymarkets Unit (CMU), which will hold such bonds as a nominee owner. The precise nature and rights of the Fund as the beneficial owner of the bonds traded in the China Interbank Bond Market through CMU as nominee are relatively new and untested areas of PRC law, and the exact nature of the Fund’s remedies and methods of enforcement of the rights and interests of the Fund under PRC law are also uncertain.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds in the China Interbank Bond Market may result in prices of certain bonds to fluctuate significantly, and the systems used to trade in the market may not function as expected. Trading through Bond Connect is also subject to regulatory risks, including rules and regulations that are subject to change, and there can be no assurance that Bond Connect or certain features or systems thereof will not be materially altered, suspended, discontinued or abolished. The Fund may also be subject to additional taxation if certain tax exemptions under prevailing PRC tax regulations are withdrawn or amended.
S-9


Any taxes arising from or to the Fund may be directly borne by, or indirectly passed on to, the Fund, which may result in a substantial impact to its NAV. Investing through Bond Connect subjects the Fund to currency risk, to the extent that currency rates used for Bond Connect are different than the rates used in the China Interbank Bond Market.
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, may be more likely to experience inflation, political turmoil and rapid changes in economic conditions than more developed and traditional emerging markets. Investments in frontier markets may be subject to a greater risk of loss than investments in more developed and traditional emerging markets. Frontier markets often have less uniformity in accounting and reporting requirements, unreliable securities valuations and greater risk associated with custody of securities. Economic, political, illiquidity and currency risks may be more pronounced with respect to investments in frontier markets than in emerging markets.
Risk of Investing in Russia. Investing in Russian securities involves significant risks, including legal, regulatory, currency and economic risks that are specific to Russia. In addition, investing in Russian securities involves risks associated with the settlement of portfolio transactions and loss of the Fund’s ownership rights in its portfolio securities as a result of the system of share registration and custody in Russia. Governments in the U.S. and many other countries have imposed economic sanctions on certain Russian
individuals and Russian corporate and banking entities. A number of jurisdictions may also institute broader sanctions on Russia. Russia has issued a number of countersanctions, some of which restrict the distribution of profits by limited liability companies (e.g., dividends), and prohibit Russian persons from entering into transactions with designated persons from unfriendly states as well as the export of raw materials or other products from Russia to certain sanctioned persons. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies, or Russian individuals, including politicians, may impact Russia’s economy and Russian companies in which the Fund invests. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors globally. Russian companies may be unable to pay dividends and, if they pay dividends, the Fund may be unable to receive them. As a result of sanctions,
S-10


the Fund is currently restricted from trading in Russian securities, including those in its portfolio, while the Underlying Index has removed Russian securities. It is unknown when, or if, sanctions may be lifted or the Fund’s ability to trade in Russian securities will resume.
Security Risk. Some countries and regions in which the Fund invests 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 investments.
Sovereign and Quasi-Sovereign Obligations Risk. The Fund invests in securities issued by or guaranteed by non-U.S. sovereign governments and by entities affiliated with or backed by non-U.S. sovereign governments, which may be unable or unwilling to repay principal or interest when due. In times of economic uncertainty, the prices of these securities may be more volatile than those of corporate debt obligations or of other government debt obligations. Sovereign obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of the Fund’s sovereign obligations to decline.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and
other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. BFA EXPECTS THAT THE FUND WILL EXPERIENCE HIGHER TRACKING ERROR THAN IS TYPICAL FOR SIMILAR INDEX ETFs.
Treasury Obligations Risk. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of the Fund's treasury obligations to decline.
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the
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Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or
redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Two versions of the Underlying Index are calculated by the Index Provider - (i) the gross-of-tax total return index, which is calculated without regard to withholding taxes on interest income, and (ii) the net-of-tax total return index, which is calculated by deducting withholding taxes on interest income from the gross-of-tax total return of the Underlying Index. As of October 2, 2023, the Fund compares its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) because it accounts for the impact of withholding taxes on earned interest, by deducting the highest prevailing tax rate levied on offshore investors (i.e., investors that are offshore to the specific emerging market) from the gross-of-tax total return. Previously, the Fund compared its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax). The performance of both the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) and the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) are shown in the Average Annual Total Returns table, below. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
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Calendar Year by Year Returns
The best calendar quarter return during the periods shown above was 9.10% in the 2nd quarter of 2020; the worst was -14.63% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Average Annual Total Returns
(for the periods ended December 31, 2023)
 
One Year
Five Years
Ten Years
(Inception Date: 10/18/2011)
 
 
 
Return Before Taxes
7.68%
-1.02%
-1.13%
Return After Taxes on Distributions1
7.21%
-1.80%
-1.74%
Return After Taxes on Distributions and Sale of Fund
Shares1
4.65%
-1.05%
-1.06%
J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5%
Floor Index (gross-of-tax)2 (Index returns do not reflect
deductions for fees, expenses, or taxes)2
8.28%
-0.67%
-0.62%
J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5%
Floor Index (net-of-tax)2(Index returns do not reflect
deductions for fees, expenses, or taxes, except for
withholding taxes on interest income)
N/A
N/A
N/A

1
After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
2
Index returns through May 31, 2017 reflect the performance of the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax), which, effective as of June 1, 2017, replaced the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index as the Underlying Index of the Fund. On October 2, 2023, the Fund changed from tracking the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax). The inception date of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) variant is September 29, 2023.
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Management
Investment Adviserand Sub-Advisers. The Fund's investment adviser is BlackRock Fund Advisors. The Fund’s sub-advisers are BlackRock International Limited (BIL) and BlackRock (Singapore) Limited (BRS and, together with BIL, the Sub-Advisers).
Portfolio Managers. James Mauro and Karen Uyehara (the Portfolio Managers) are primarily responsible for the day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Mr. Mauro and Ms. Uyehara have been Portfolio Managers of the Fund since 2011 and 2021, respectively.
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 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 Fund
This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com.
BFA is the investment adviser to the Fund and BIL and BRS are the Sub-Advisers to the Fund. Shares of the Fund are listed for trading on NYSE Arca, Inc. (NYSE Arca). The market price for a share of the Fund may be different from the Fund’s most recent NAV.
ETFs are funds that trade like other publicly traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the 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 Fund may be purchased or redeemed directly from the Fund 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 the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program.
An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund's use of representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment.
Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. Replication is an indexing strategy in which a fund invests in substantially all of the
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securities in its underlying index in approximately the same proportions as in the underlying index.
The Fund may borrow as a temporary measure for extraordinary or emergency purposes, including to meet redemptions or to facilitate the settlement of securities or other transactions. The Fund does not intend to borrow money in order to leverage its portfolio.
An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates.
The Fund's investment objective and the Underlying Index may be changed without shareholder approval.
The Fund has not been categorized under the EU sustainable finance disclosure regulation (SFDR) as an Article 8 or Article 9 product. In addition, the Fund's investment strategy does not take into account the criteria for environmentally sustainable economic activities under the EU sustainable investment taxonomy regulation or principal adverse impacts (PAIs) on sustainability factors under the SFDR. PAIs are identified under the SFDR as the material impacts of investment decisions on sustainability factors relating to environmental, social and employee matters, respect for human rights, and anti-corruption and anti-bribery matters.
A Further Discussion of Principal Risks
The 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. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. The Fund discloses its portfolio holdings daily at www.iShares.com.
Asian Economic Risk. Certain Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have
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developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.
Asset Class Risk. The securitiesand other assets in the Underlying Index or in the 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 the Fund to underperform other investment vehicles that invest in different asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be 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 because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants.
Commodity Risk. Companies whose performance is reflected in the Fund’s portfolio or Underlying Index may be adversely affected by changes or trends in commodity prices. Commodity prices may be influenced or characterized by unpredictable factors, including, where applicable, high volatility, changes in supply and demand relationships, weather, agriculture, trade, pestilence, political instability, war, catastrophic events, changes in interest rates and monetary and other governmental policies, action and inaction, including price changes due to trade relations. Securities of companies held by the Fund that are dependent on a single commodity, or are concentrated in a single commodity sector, may typically exhibit even higher volatility attributable to commodity prices.
Central and South American Economic Risk. Certain Central and South American countries have experienced high interest rates, economic volatility, high levels of inflation, currency devaluations, regime changes, government defaults and high unemployment rates. Additionally, commodities such as oil and gas, minerals and metals represent a significant percentage of the region’s exports, and the economies of countries in the region are particularly sensitive to fluctuations in commodity prices
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as a result. The impact of any of the foregoing events in one country could have a significant effect on the entire region.
Concentration Risk. The Fund’s investments will generally follow the weightings of the Underlying Index, which may result in concentration of the Fund’s investments in a particular sovereign or quasi-sovereign entity or entities in a particular country, group of countries, region, market, sector or asset class. To the extent that its investments are concentrated in a particular sovereign or quasi-sovereign entity or entities in a particular country, group of countries, region, market, sector or asset class, the Fund may be more adversely affected by the underperformance of those bonds, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
Credit Risk. Credit risk is the risk that the issuer or guarantor of a debt instrument or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor its obligations.
The Fund’s portfolio may include below investment-grade bonds, which generally are subject to greater levels of credit risk than higher rated securities. There is the chance that the Fund’s holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), or that the market’s perception of an issuer’s creditworthiness may worsen, potentially reducing the Fund’s income level and share price. Debt instruments are subject to varying degrees of credit risk, depending on the issuer’s or counterparty’s financial condition and on the terms of the obligation, which may be reflected in their credit ratings.
Currency Risk. Because the Fund's NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency, even if such currency value of the Fund's holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a strong U.S. dollar will reduce returns for U.S. investors, while a weak U.S. dollar will increase those returns. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund’s NAV may change quickly and without warning.
Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades, as well as the holding of securities by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets may make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to the standards of care of their local markets. In general, the less developed a country’s securities markets are, the higher the degree of custody risk.
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Cybersecurity Risk. The Fund,Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related cyber risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the 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. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity failures by, or breaches of, the systems of the Fund's adviser, distributor and other service providers (including, but not limited to, index and benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the 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, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, 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 cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, the Index Provider, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.
Eastern European Economic Risk. An investment in issuers located or operating in Eastern Europe may subject the Fund to legal, regulatory, political, currency, security and economic risks specific to Eastern Europe. Economies of certain Eastern European countries rely heavily on the export of commodities, including oil, gas, and certain metals. As a result, such economies may be impacted by international commodity prices and are particularly vulnerable to global demand for these products. Geopolitical events including armed conflict or war, acts of terrorism, and other instability in certain Eastern European countries may cause uncertainty in their financial markets and
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adversely affect the performance of the issuers to which the Fund has exposure. The securities markets in some Eastern European countries are substantially smaller and less developed, with less government supervision and regulation of stock exchanges, and may be less liquid and more volatile than securities markets in the U.S. or Western European countries. In addition, investing in securities of issuers located or operating in Eastern Europe may involve:
The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in certain Eastern European countries;
Risks in connection with the maintenance of the Fund's portfolio securities and cash with foreign sub-custodians and securities depositories, including the risk that appropriate sub-custody arrangements will not be available to the Fund;
The risk that the Fund's ownership rights in portfolio securities could be lost through fraud or negligence as a result of the fact that ownership in shares of certain Eastern European companies is recorded by the companies themselves and by registrars, rather than a central registration system;
The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because certain Eastern European banking institutions and registrars are not guaranteed by their respective governments; and
Risks in connection with Eastern European countries' dependence on the economic health of Western European countries and the EU as a whole.
Other risks related to investing in securities of issuers located or operating in Eastern Europe include: the potential absence of legal structures governing private and foreign investments and private property; the possibility of the loss of all or a substantial portion of the Fund’s assets invested in issuers located or operating in Eastern Europe as a result of expropriation; and certain national policies which may restrict the Fund’s investment opportunities, including, without limitation, restrictions on investing in issuers or industries deemed sensitive to relevant national interests. In addition, Eastern European securities markets are particularly sensitive to social, political, economic, and currency events that involve Russia and may suffer heavy losses as a result of their trading and investment links to the Russian economy and currency or its neighbors.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened
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responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
European Economic Risk. The Economic and Monetary Union (the eurozone) of the EU requires compliance by member states that are members of the eurozone with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every country in Europe, including those countries that are not members of the eurozone. Additionally, European countries outside of the eurozone may present economic risks that are independent of the indirect effects that eurozone policies have on them. In particular, the United Kingdom's (the U.K.) economy may be affected by global economic, industrial and financial shifts. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of eurozone countries), the default or threat of default by an EU member state on its sovereign debt and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European financial markets have historically experienced volatility and adverse trends due to concerns about economic downturns or government debt levels in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have affected and may in the future adversely affect the exchange rate of the euro and may significantly affect European countries.
Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, may limit future growth and economic recovery or may have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The U.K. left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including, for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the
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value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Geographic Risk. Some of the companies in which the Fund invests are located in parts of the world that have historically been prone to natural disasters, such as earthquakes, tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are economically sensitive to environmental events. Any such event may adversely impact the economies of these geographic areas or business operations of companies in these geographic areas, causing an adverse impact on the value of the Fund.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody’s), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
The major risks of high yield securities investments include:
High yield securities may be issued by less creditworthy issuers. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment-grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of high yield securities holders, leaving few or no assets available to repay high yield securities holders.
Prices of high yield securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of high yield securities than on other higher rated fixed-income securities. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.
Issuers of high yield securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
High yield securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems high yield securities held by the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
High yield securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the high yield
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securities market, and there may be significant differences in the prices quoted for high yield securities by the dealers. Because high yield securities may be less liquid than higher rated fixed-income securities, judgment may play a greater role in valuing certain of the Fund's securities than is the case with securities trading in a more liquid market.
The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
Illiquid Investments Risk. The 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 the 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. Liquid investments may become illiquid after purchase by the 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 the Fund, and any security or instrument held by the Fund may be deemed an illiquid investment pursuant to the Fund’s liquidity risk management program. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the 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 the Fund invests in securities or instruments with substantial market and/or credit risk, the 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 the Fund primarily seeks to redeem shares of the Fund on an in-kind basis, if the Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, the Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from the Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as the Fund, causing increased supply of the Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund's NAV.
Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds, as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional
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bonds. The Index Provider’s substitution of bonds in the Underlying Index may occur, for example, when the time to maturity for the bond no longer matches the Underlying Index’s stated maturity guidelines.
Index-Related Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. BFA’s mandate as described in this Prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BFA. BFA does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. In addition, there may be heightened risks associated with the adequacy and reliability of the information the Index Provider uses given the Fund's exposure to emerging markets, as certain emerging markets may have less information available or less regulatory oversight. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.
Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance to the Underlying Index. This could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore,
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errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
Indexing Investment Risk. The Fund is not actively managed and may be affected by a general decline in market segments related to the Underlying Index. The Fund invests in securities included in, or representative of, the Underlying Index, regardless of their investment merits. BFA generally does not attempt to invest the Fund's 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 the 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 Fund invests will have an impact on the Fund and its investments and will impact the 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 the Fund’s investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in 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.
Interest Rate Risk. If interest rates rise, the value of fixed-income securities or other instruments held by the Fund would likely decrease. A measure investors commonly use to determine this price sensitivity is called duration. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes, usually making their prices more volatile than those of securities with shorter durations. For example, if a bond has a duration of five years and interest rates rise, the price of the bond will
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likely decline by a greater percentage than if the bond had a one year duration. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer duration, rising interest rates may cause the value of the Fund's investments to decline significantly, which would adversely affect the value of the Fund. An increase in interest rates may lead to heightened volatility in the fixed-income markets and adversely affect certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. In addition, decreases in fixed-income dealer market-making capacity may lead to lower trading volume, heightened volatility, wider bid-ask spreads and less transparent pricing in certain fixed-income markets.
The historically low interest rate environment in recent years was created in part by the world’s major central banks keeping their overnight policy interest rates at, near or below zero percent and implementing monetary policy facilities, such as asset purchase programs, to anchor longer-term interest rates below historical levels. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are set at low levels and the market prices of portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. Central banks may increase their short-term policy rates or begin phasing out, or tapering, accommodative monetary policy facilities in the future. The timing, coordination, magnitude and effect of such policy changes on various markets are uncertain, and such changes in monetary policy may adversely affect the value of the Fund’s investments.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the 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. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities 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.
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Management Risk. Because BFA uses a representative sampling indexing strategy, the Fund will not fully replicate the Underlying Index and may hold securities not included in the Underlying Index. As a result, the Fund is subject to the risk that BFA’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.
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. 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, regions, markets, industries, sectors or asset classes, as applicable. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the 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 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 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 Fund's 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 the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The 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 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 the Fund may trade in the secondary market at times when the Fund does 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 Fund accepts purchase and redemption orders.
Secondary market trading in Fund shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in Fund shares on a stock exchange or in any market may be subject to trading halts caused by
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extraordinary market volatility pursuant to circuit breaker rules on the stock exchange or market.
Shares of the 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 the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund.
Shares of the Fund May Trade at Prices Other Than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Fund's shares fluctuates continuously throughout trading hoursbased on both market supply of and demand for Fund shares and the underlying value of the Fund's portfolio holdings or NAV. As a result, the trading prices of the Fund’s shares may deviate significantly from NAV during periods of market volatility, including during periods of significant redemption requests or other unusual market conditions. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE 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 the Fund 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 the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund's 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 the Fund that differ significantly from its NAV. Authorized Participants may be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or its underlying investments, which may contribute to the 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 the 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 the 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
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advisable for investors who anticipate regularly making small investments through a brokerage account.
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 may be more susceptible to the risks associated with these particular issuers or to a single economic, political or regulatory occurrence affecting these issuers.
Non-U.S. Issuers Risk. The Fund may invest in bonds of non-U.S. governments, agencies, supranational entities and corporate issuers. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.
North American Economic Risk. A decrease in imports or exports, changes in trade regulations or an economic recession in any North American country can have a significant economic effect on the entire North American region and on some or all of the North American countries in which the Fund invests.
The U.S. is Canada's and Mexico's largest trading and investment partner. The Canadian and Mexican economies are significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade Agreement (NAFTA) in 1994 among Canada, the U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments including the implementation of tariffs by the U.S. and the renegotiation of NAFTA in the form of the United States-Mexico-Canada Agreement (USMCA), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic outlook and, as a result, the value of securities held by the Fund. Policy and legislative changes in one country may have a significant effect on North American markets generally, as well as on the value of certain securities held by the Fund.
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
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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.
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Newly privatized companies may face strong competition from government-sponsored competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or changing regulatory and legal standards or, in some cases, due to re-nationalization of such privatized entities. There is no assurance that similar losses will not recur.
Reliance on Trading Partners Risk. Economies in emerging market countries generally are heavily dependent upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, and managed adjustments in relative currency values, and may suffer from extreme and volatile debt burdens or inflation rates. These countries may be subject to other protectionist measures imposed or negotiated by the countries with which they trade, including the imposition of tariffs by the U.S. or other importing countries.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. The Chinese economy is subject to a considerable degree of economic, political and social instability.
Political and Social Risk. The Chinese government is authoritarian and has periodically used force to suppress civil dissent. Disparities of wealth and the pace of economic liberalization may lead to social turmoil, violence and labor unrest. In addition, China continues to experience disagreements related to integration with Hong Kong and religious and nationalist disputes in Tibet and Xinjiang. There is also a greater risk in China than in many other countries of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation as a result of internal social unrest or conflicts with other countries. Unanticipated political or social developments may result in sudden and significant investment losses. China's growing income inequality, rapidly aging population and significant environmental issues also are factors that may affect the Chinese economy.
Government Control and Regulations. The Chinese government has implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in the economy, reduce government control of the economy and develop market mechanisms. However, government control over certain sectors or enterprises and significant regulation of investment and industry is still pervasive, including restrictions on investment in companies or industries deemed to be sensitive to particular national interests, trading of securities of Chinese issuers, foreign ownership of Chinese corporations and/or the repatriation of assets by foreign investors. Limitations or restrictions on foreign ownership of securities may have adverse effects on the liquidity and performance of the Fund and could lead to higher tracking error. Chinese government intervention in the market may have a negative impact on market
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sentiment, which may in turn affect the performance of the Chinese economy and the Fund’s investments. Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies that may be connected to governmental influence, lack of publicly available information, and political and social instability. Chinese issuers, such as those in the financial services or technology sectors, and potentially other sectors are also subject to the risk that Chinese authorities can intervene in their operations and structure, which may negatively affect the value of the Fund's investments.
Economic Risk. The Chinese economy may be adversely affected by, among other things, a deterioration in global demand for Chinese exports or a contraction in spending on domestic goods by Chinese consumers. In addition, China may experience substantial rates of inflation, significant indebtedness or economic recessions, which would have a negative effect on its economy and securities market. Delays in enterprise restructuring, slow development of well-functioning financial markets and widespread corruption have also hindered the performance of the Chinese economy. China continues to receive substantial pressure from trading partners to liberalize official currency exchange rates.
Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy and companies in which the Fund invests. Certain Chinese companies (which may change from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. For example, certain foreign technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or cause market disruptions. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Expropriation Risk. The Chinese government maintains a major role in economic policymaking, and investing in China involves risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested.
Security Risk. China has strained international relations with Taiwan, Japan, India, Russia and other neighbors due to territorial disputes, historical animosities, defense concerns and other security concerns. Heightened tensions or an outbreak of hostilities between China and Taiwan may adversely impact China’s economy as well as
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the global economy and the value of the Fund’s investments. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Relations between China’s Han ethnic majority and other ethnic groups in China, including Tibetans and Uighurs, are also strained and have been marked by protests and violence. These situations may cause uncertainty in the Chinese market and may adversely affect the Chinese economy. In addition, conflict on the Korean Peninsula could adversely affect the Chinese economy. Such risks, among others, may adversely affect the value of the Fund’s investments.
Hong Kong Political Risk. Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special Administrative Region of the PRC under the principle of one country, two systems. Although China is obligated to maintain the current capitalist economic and social system of Hong Kong through June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong Kong is dependent on the government of China. Since 1997, there have been tensions between the Chinese government and many people in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal and social framework. Recent protests and unrest have increased tensions even further. Due to the interconnected nature of the Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese markets. In addition, the Hong Kong dollar trades at a fixed exchange rate in relation to (or is pegged to) the U.S. dollar, which has contributed to the growth and stability of the Hong Kong economy. However, it is uncertain how long the currency peg will continue or what effect the establishment of an alternative exchange rate system would have on the Hong Kong economy. Because the Fund's NAV is denominated in U.S. dollars, the establishment of an alternative exchange rate system could result in a decline in the Fund's NAV.
Limited Information and Legal Remedies. Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
Risk of Investing in the China Bond Market. The Fundinvests in the China Interbank Bond Market through the northbound trading of Bond Connect. Bond Connect allows investors to trade between the mainland China and Hong Kong markets electronically, which eliminates the need for investor status and quotas that were required under previous access models. Under the prevailing regulations in the PRC, eligible foreign investors such as the Fund are allowed to invest in the bonds circulated in the China Interbank Bond Market through Bond Connect. The settlement and custody of bonds traded in the China Interbank Bond Market under Bond Connect
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will be effected through the settlement and custody link between CMU, as an offshore custody agent, and CCDC and SCH, as onshore custodians and clearing institutions in the PRC. All bonds traded by eligible foreign investors through Bond Connect will be registered in the name of CMU, which will hold such bonds as a nominee owner. Therefore, the Fund will be exposed to custody risks with respect to CMU. In addition, as the relevant filings, registration with the People’s Bank of China, and account opening have to be carried out by third parties, including CMU, CCDC, and SCH, the Fund is subject to the risks of default or errors and omissions on the part of such third parties and may have limited remedies or no legal recourse at all to cure such defaults, errors and omissions.
The precise nature and rights of the Fund as the beneficial owner of the bonds traded in the China Interbank Bond Market through CMU as nominee are relatively new and untested areas of PRC law. The definition of, and distinction between, legal ownership and beneficial ownership under PRC law differs from that in the U.S. and other developed market jurisdictions, there have been few cases involving a nominee account structure in the PRC courts and, as a result, the rights of beneficial owners are uncertain. The exact nature of the Fund's remedies and methods of the rights and interests of the Fund under PRC law are also uncertain.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds in the China Interbank Bond Market may result in prices of certain bonds traded on such market to fluctuate significantly. The Fund investing in the China Interbank Bond Market is therefore subject to liquidity and volatility risks. The bid-ask spreads of the prices of such securities may be large, and the Fund may therefore incur significant costs and may suffer losses when selling such investments. The bonds traded in the China Interbank Bond Market may be difficult or impossible to sell on a timely basis or at all, which may impact the Fund's ability to acquire or dispose of such securities at their expected prices.
Investing in the China Interbank Bond Market through Bond Connect is also subject to regulatory risks. The relevant rules and regulations are subject to change, which may have potential retrospective effect, and there can be no assurance that Bond Connect or certain features or systems thereof will not be materially altered, suspended, discontinued or abolished. Furthermore, the securities regulation regimes and legal systems of the PRC and Hong Kong differ significantly and issues may arise based on these differences. In the event that the relevant authorities suspend account opening or trading on the China Interbank Bond Market, the Fund's ability to invest in the China Interbank Bond Market will be adversely affected, limited, or curtailed altogether. In such event, the Fund's ability to achieve its investment objective will be negatively affected and, after exhausting other trading alternatives, the Fund may suffer substantial losses as a result. Further, if Bond Connect is not operating, a Fund may not be able to acquire or dispose of bonds through Bond Connect in a timely manner, which could adversely affect the Fund's performance.
Trading through Bond Connect is performed through newly developed trading platforms and operational systems. There is no assurance that such systems will function as expected or will continue to be adapted to changes and developments in the market. In the event that a relevant system does not function as expected, trading
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through Bond Connect may be disrupted. The Fund's ability to trade through Bond Connect (and hence to pursue its investment strategy) may therefore be adversely affected. In addition, where the Fund invests in the China Interbank Bond Market through Bond Connect, it may be subject to risks of delays inherent in the order placing and/or settlement systems.
Bond Connect trades are settled in Chinese currency, the renminbi (RMB). This means that the Fund will be exposed to currency risk, and it cannot be guaranteed that investors will have timely access to a reliable supply of RMB. The RMB consists of an onshore RMB (CNY) and an offshore RMB (CNH). The CNY is the official currency of the PRC and is the currency of denomination for all financial transactions between individuals, the state and corporations in the PRC. Hong Kong is the first jurisdiction to allow for the accumulation of RMB deposits in the form of CNH outside the PRC. Since 2010, the CNH market is traded officially and regulated jointly by the Hong Kong Monetary Authority and the PBOC. While CNY and CNH are the same currency, they are traded in different and separate markets. Therefore, CNY and CNH can be subject to different liquidity constraints and market forces, meaning their valuations can vary. The RMB-denominated bonds included in the Underlying Index use CNY as the base currency. As a result, to the extent that the Fund holds RMB-denominated instruments in CNH, it could be subject to tracking error and potential foreign exchange transaction costs associated with converting from CNH to CNY (and vice versa).
Under prevailing tax regulations, a 10% withholding tax is imposed on PRC-sourced dividends and interest from non-government bonds paid to the Fund unless the rate is reduced under an applicable tax treaty. Value Added Tax (VAT) is levied on certain income derived by the Fund, including interest income from non-government bonds and trading gains, unless specifically exempted by the PRC tax authorities. VAT exemptions currently apply to debt securities traded in the China Interbank Bond Market. On November 22, 2018, the PRC’s Ministry of Finance and State Administration of Taxation jointly issued Circular 108 providing foreign institutional investors with a temporary exemption from withholding income tax and VAT with respect to interest income derived from non-government bonds in the domestic bond market for the period from November 7, 2018 to November 6, 2021. On November 26, 2021, the PRC's Ministry of Finance and State Administration of Taxation jointly issued Circular 34 to extend the tax exemption period provided in Circular 108 to December 31, 2025. Circular 108 is silent on the PRC tax treatment with respect to non-government bond interest derived prior to November 7, 2018. There is a risk the PRC tax authorities may withdraw the temporary tax exemptions in the future and seek to collect withholding income tax and VAT on interest income from non-government bonds to the Fund without prior notice. If the tax exemptions are withdrawn, any taxes arising from or to the Fund may be directly borne by or indirectly passed on to the Fund, which may result in a substantial impact to its NAV. As with any NAV adjustment, investors may be advantaged or disadvantaged depending on when the investors purchased or sold shares of the Fund. Any changes in PRC tax law, future clarifications thereof, and/or subsequent retroactive enforcement by the PRC tax authorities may result in a loss which could be material to the Fund. BFA will keep the provisioning policy for tax liability under review and may, in its discretion from time to time, make a
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provision for potential tax liabilities if in its opinion such provision is warranted or as further publicly clarified by the PRC.
Risk of Investing in Emerging Markets. Investments in emerging market issuers are subject to a greater risk of loss than investments in issuers located or operating in more developed markets. This is due to, among other things, the potential for greater market volatility, lower trading volume, higher levels of inflation, social, political or economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than are typically found in more developed markets.
Some countries in which the Fund may invest may experience economic instability, including instability resulting from substantial rates of inflation or significant devaluations of their currency, or economic recessions, which would have a negative effect on the economies and securities markets of their economies. Some of these countries may also impose restrictions on the exchange or export of currency or adverse currency exchange rates and may be characterized by a lack of available currency hedging instruments.
Disparities of wealth, the pace and success of democratization and ethnic, religious and racial disaffection, among other factors, may exacerbate social unrest, violence and labor unrest in some of the countries in which the Fund may invest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses.
Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Moreover, emerging markets often have less reliable securities valuations and greater risks associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
In addition, emerging markets often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Chronic structural public sector deficits in some countries in which the Fund may invest may adversely impact securities held by the Fund.
Local securities markets in emerging market countries may trade a small number of securities and may be unable to respond effectively to changes in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Settlement procedures in emerging market countries are frequently less developed and reliable than those in the U.S. (and other developed countries). In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its
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portfolio securities and could have an adverse effect on the Fund in seeking to achieve its investment objective.
Investing in emerging market countries involves a higher risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested in certain emerging market countries. As a result, investments in certain countries in which the Fund may invest may be subject to loss due to expropriation or nationalization of assets and property or the imposition of restrictions on foreign investments and repatriation of capital.
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets considered to be among the smallest, least mature and the securities of the issuers of which are the least liquid. Investments in frontier markets generally are subject to a greater risk of loss than investments in developed markets or traditional emerging markets. This is due to, among other things, smaller economies, less developed capital markets, greater market volatility, lower trading volume, political and economic instability, greater risk of a market shutdown, capital controls, delays or limits on repatriation of local currency, insolvency of local governments, and more governmental limitations on foreign investments than typically found in more developed markets. Frontier markets are even more prone to economic shocks associated with political and economic risks than are emerging markets generally. Many frontier market countries may be dependent on commodities, foreign trade or foreign aid. As a result, those risks traditionally associated with investments in emerging markets may be more pronounced with respect to investments in frontier market economies.
Risk of Investing in Russia. Investing in Russian securities involves significant risks, in addition to those described underRisk of Investing in Emerging Markets and Non-U.S. Issuers Risk, that are not typically associated with investing in U.S. securities, including:
The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in Russia;
Risks in connection with the maintenance of the Fund’s portfolio securities and cash with foreign sub-custodians and securities depositories, including the risk that appropriate sub-custody arrangements will not be available to the Fund;
The risk that the Fund’s ownership rights in portfolio securities could be lost through fraud or negligence because ownership in shares of Russian companies is recorded by the companies themselves and by registrars, rather than by a central registration system;
The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because Russian banking institutions and registrars are not guaranteed by the Russian government; and
The risk that various responses by other nation-states to alleged Russian cyber activity will impact Russia’s economy and Russian issuers of securities in which the Fund invests.
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Russian invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Russia Sanctions. Governments in the U.S. and many other countries (collectively, the Sanctioning Bodies) have imposed economic sanctions on certain Russian individuals, including politicians, and Russian corporate and banking entities, including banning Russia from global payments systems that facilitate cross-border payments. The Sanctioning Bodies, or others, could also institute broader sanctions on Russia. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets, impairing the ability of the Fund to buy, sell, receive or deliver those securities and/or assets.
The sanctions against certain Russian issuers include prohibitions on transacting in or dealing in issuances of debt or equity of such issuers. Compliance with each of these sanctions has and may continue to impair the ability of the Fund to buy, sell, hold, receive or deliver the affected securities or other securities of such issuers. If it becomes impracticable or unlawful for the Fund to hold securities subject to, or otherwise affected by, sanctions (collectively, affected securities), or if deemed appropriate by BFA, the Fund may prohibit in-kind deposits of the affected securities in connection with creation transactions and instead require a cash deposit, which may also increase the Fund's transaction costs. The Fund may also be legally required to freeze assets in a blocked account.
Sanctions have resulted in Russia taking counter measures or retaliatory actions, which has impaired the value and liquidity of Russian securities. These retaliatory measures include the immediate freeze of Russian assets held by the Fund. Due to the freeze of these assets, including depositary receipts, the Fund may need to liquidate non-restricted assets in order to satisfy any Fund redemption orders. The liquidation of Fund assets during this time may also result in the Fund receiving substantially lower prices for its securities. Russia may implement additional retaliatory measures, which may further impair the value and liquidity of Russian securities and the ability of the Fund to receive dividend payments. Recently, Russia has issued a number of
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countersanctions, some of which restrict the distribution of profits by limited liability companies (e.g., dividends), and prohibits Russian persons from entering into transactions with designated persons from unfriendly states as well as the export of raw materials or other products from Russia to certain sanctioned persons. Russian companies may be unable to pay dividends and, if they pay dividends, the Fund may be unable to receive them.
These sanctions, the decision by Russia to suspend trading on the Moscow Exchange (MOEX) and prohibit non-resident investors from executing security sales, and other events have led to changes in the Fund's Underlying Index. The Fund’s Index Provider has removed Russian securities from the Underlying Index. To the extent that the Fund rebalances its portfolio and trades in non-Russian securities to seek to track the investment results of the Underlying Index, this may result in transaction costs and increased tracking error. The Fund is currently restricted from trading in Russian securities, including those in its portfolio, while the Underlying Index has removed Russian securities. This disparity will also lead to increased tracking error. The inability of the Fund to trade in Russian securities may adversely affect the Fund’s ability to meet its investment objective. It is unknown when, or if, sanctions may be lifted or the Fund’s ability to trade in Russian securities will resume.
Also, if an affected security is included in the Fund's Underlying Index, the Fund may, where practicable, seek to eliminate its holdings of the affected security by employing or augmenting its representative sampling strategy to seek to track the investment results of its Underlying Index. The use of (or increased use of) a representative sampling strategy may increase the Fund’s tracking error risk. If the affected securities constitute a significant percentage of the Underlying Index, the Fund may not be able to effectively implement a representative sampling strategy, which may result in significant tracking error between the Fund’s performance and the performance of its Underlying Index.
Security Risk. Some geographic areas in which the Fund invests have experienced acts of terrorism and strained international relations due to territorial disputes, historical animosities, defense concerns and other security concerns. These situations may cause uncertainty in the markets of these geographic areas and may adversely affect their economies.
Sovereign and Quasi-Sovereign Obligations Risk. An investment in sovereign or quasi-sovereign debt obligations involves special risks not present in corporate debt obligations. Sovereign debt includes securities issued by or guaranteed by a foreign sovereign government. The issuer of the sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. Sovereign obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of a sovereign debt obligation to decline. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of U.S. debt obligations and may affect the Fund's NAV. Quasi-sovereign debt obligations are typically less liquid and less standardized than sovereign
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debt obligations. In the past, certain emerging market countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts. Several countries in which the Fund invests have defaulted on their sovereign debt obligations in the past or encountered downgrades of their sovereign debt obligations, and those countries (or other countries) may default or risk further downgrades in the future.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. BFA EXPECTS THAT THE FUND WILL EXPERIENCE HIGHER TRACKING ERROR THAN IS TYPICAL FOR SIMILAR INDEX ETFs.
Treasury Obligations Risk. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of the Fund's treasury obligations to decline.
Valuation Risk. The price the Fund could receive upon the sale of a securityor other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 or during time periods when the Fund does not price its shares, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. In addition, for purposes of calculating the Fund's NAV, the value of assets denominated in non-U.S. currencies is translated into U.S. dollars at the prevailing market rates. This translation may result in a difference between the prices used to calculate the Fund's NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund's performance and the performance of the Underlying Index. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities not been fair valued or been valued using a different methodology. The ability
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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
The 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.
African Economic Risk. Investing in the economies of African countries involves risks not typically associated with investments in securities of issuers in more developed economies, countries or geographic regions that may negatively affect the value of investments in the Fund. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, imposition of capital controls and delays or limits on repatriation of local currency, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest or widespread outbreaks of disease.
The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than markets located in more developed economies, countries or geographic regions. Securities markets in African countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Moreover, trading on African securities markets may be suspended altogether.
Certain governments in African countries may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investment by foreign investors; may limit the amount of investment by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domestic investors of those countries; and/or may impose additional taxes on foreign investors. These factors, among others, make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries.
Borrowing Risk. Borrowing may exaggerate changes in the NAV of Fund shares and in the return on the Fund’s portfolio. Borrowing will cost the Fund interest expense and other fees. The costs of borrowing may reduce the Fund’s return. Borrowing may also cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.
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
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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 the Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit the 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 the Fund.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Fund’s adviser or 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 invest in the Fund and hold their investment 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 the Fund would be maintained. Redemptions of a large number of Fund shares by these shareholders may adversely affect the Fund’s liquidity and net assets. To the extent the Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or 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. The Fund also may be required to sell its more liquid Fund 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 shares on the secondary market, such transactions may account for a large percentage of the trading volume for the shares of the Fund and may, therefore, have a material upward or downward effect on the market price of the Fund 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.
Threshold/Underinvestment Risk. If certain aggregate and/or fund-level ownership thresholds are reached through transactions undertaken by BFA, its affiliates or the 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 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 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 Fund’s portfolio holdingscompared to the performance of the Underlying Index. This may increase the risk of the Fund being underinvested to the Underlying Index and increase the risk of tracking error.
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For example, in certain circumstances where the 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 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.
Portfolio Holdings Information
A description of the Company's policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund's Statement of Additional Information (SAI). The Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing information regarding the 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 Fund. BFA provides an investment program for the Fund and manages the investment of the Fund’s assets. In managing the Fund, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve the 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 Company (entered into on behalf of the Fund), BFA is responsible for substantially all expenses of the Fund, 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 Directors who are not interested persons of the Company). Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any.
For the fiscal year ended October 31, 2023, BFA was paid a management fee from the Fund, as a percentage of the Fund’s average daily net assets, at the annual rate of 0.30%.
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.
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BFA has entered into separate sub-advisory agreements (each, a Sub-Advisory Agreement) with BIL and BRS, each an affiliate of BFA, under which BFA pays each of the Sub-Advisers for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement or (ii) an amount based on the cost of the services provided. The Sub-Advisers, subject to the supervision and oversight of the Company's Board of Directors (the Board) and BFA, are primarily responsible for the execution of securities transactions and management of specified assets outside the U.S. and Canada (for BIL) and in the People's Republic of China (for BRS) in the Fund’s portfolio. If a Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive from BFA an amount equal to 20% of BFA’s management fee, and if a Sub-Adviser provides services related solely to trading, then it is entitled to receive from BFA an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser.
BFA is located at 400 Howard Street, San Francisco, CA 94105. It is an indirect wholly-owned subsidiary of BlackRock, Inc. (BlackRock). As of December 31, 2023, BFA and its affiliates provided investment advisory services for assets of approximately $10.0 trillion. BIL is a registered investment adviser, organized in 1999, located in the U.K. at Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL, Scotland 011 44 131 472 7200. BRS is a registered investment adviser, organized in 2000, located in Singapore at 20 Anson Road #18-01, 079912, Singapore. BFA and its affiliates trade and invest for their own accounts in the actual securities and types of securities in which the Fund 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, the Sub-Advisory Agreement between BFA and BIL and the Sub-Advisory Agreement between BFA and BRS is available in the Fund's Annual Report for the period ended October 31.
Portfolio Managers. James Mauro and Karen Uyehara are primarily responsible for the day-to-day management of the Fund. 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 teams 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.
James Mauro has been employed by BFA or its affiliates as a portfolio manager since 2011. Prior to that, Mr. Mauro was a Vice President at State Street Global Advisors. Mr. Mauro has been a Portfolio Manager of the Fund since 2011.
Karen Uyehara has been employed by BFA or its affiliates as a senior portfolio manager since 2010. Prior to that, Ms. Uyehara was a portfolio manager at Western Asset Management Company (WAMCO). Ms. Uyehara has been a Portfolio Manager of the Fund since 2021.
The Fund's 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 Fund.
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Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Fund. JPMorgan Chase Bank, N.A. serves as custodian for the Fund 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 accounts they manage, may present conflicts of interest that could disadvantage the Fund and its 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 Fund. 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 Fund. 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 Fund may directly or indirectly invest. The Fund 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 Fund 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 Fund 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 Fund or who engage in transactions with or for the Fund, 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 Fund and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. 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 Fund 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 Fund 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 Fund.
Neither BlackRock nor any Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with the Fund for appropriate investment opportunities. The results of the Fund's 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 Fund could
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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 Fund 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 Fund. 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 Fund.
The Fund's 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 an ETF Services Agreement, the Fund has 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 Fund (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.
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 Fund. The price, availability, liquidity, and (in some cases) expense ratio of the Fund may be impacted by purchases and sales of the Fund 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 Fund and its 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 Fund, 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 Fund may be acquired or redeemed directly from the 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 the Fund. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
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Shares of the 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 Company does not impose any minimum investment for shares of the Fund purchased on an exchange or otherwise in the secondary market. The Fund's shares trade under the ticker symbol LEMB.
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 Fund 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 the 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.
The 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 the 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, the 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 the 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 the 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. The 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
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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. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in SEC rules. In order for a registered investment company to invest in shares of the Fund beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the 1940 Act, the registered investment company must, among other things, enter into an agreement with the Company. 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 Fund 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 the Fund.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. 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 the 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 underlying securities held by the Fund, economic conditions and other factors.
Determination of Net Asset Value. The NAV of the 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 the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held by the 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.
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The Fund values fixed-income portfolio securities using last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by the Fund's approved independent third-party pricing services, each in accordance with BFA's valuation policies and procedures. Pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots often trade at lower prices than institutional round lots. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless BFA determines in good faith that such method does not represent fair value.
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 Fund 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 the 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 the 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, the 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 the 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 the 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. Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Underlying Index.
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Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at least once a year by the Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Company may make distributions on a more frequent basis for the Fund. The Company reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends and other distributions on shares of the 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 the Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Company. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the 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 the 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 Fund will be taxed. The tax information in this Prospectus is provided as general information, based on current law. There is no guarantee that shares of the Fund will receive certain regulatory or accounting treatment. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund.
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 the Fund makes distributions or you sell Fund shares.
Taxes on Distributions. Distributions from the Fund’s net investment income, including distributions out of the Fund's net short-term capital gains, if any, are taxable to you as ordinary income. The Fund's distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the shares. 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. Distributions
35


from the Fund are subject to a 3.8% U.S. federal Medicare contribution tax on net investment income, for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts. 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.
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 the 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 the Fund’s minimum distribution requirements, but not in excess of the 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 will 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 the Fund as capital assets.
Dividends, interest and capital gains earned by the Fund with respect to securities issued by non-U.S. issuers may give rise to withholding, capital gains 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 the 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.), generally the Fund may pass through to you certain non-U.S. income taxes (including withholding taxes) paid by the Fund. This means that you would be considered to have received as an additional dividend your share of such non-U.S. taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your U.S. federal income tax.
For purposes of foreign tax credits for U.S. shareholders of the Fund, foreign capital gains taxes may not produce associated foreign source income, limiting the availability of such credits for U.S. persons.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. entity (other than a pass-through entity to the extent owned by U.S. persons), the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. federal 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 the 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 U.S. Internal Revenue Service (IRS) information regarding their direct and indirect U.S. account
36


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 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 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.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Fund 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 Fund's Distributor, an affiliate of BFA. 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 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 the 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). The Fund may, in certain circumstances, offer Creation Units partially or solely for cash.
37


Except when aggregated in Creation Units, shares are not redeemable by the Fund. Creation and redemption baskets may differ and the Fund will accept custom baskets. More information regarding custom baskets is contained in the Fund's 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 the Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of the 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 the Fund's instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the 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 Securities Act of 1933, as amended (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 Fund's SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of the 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.
38


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.
Distribution
The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001.
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 Fund 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 Fund. 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 Fund or other iShares funds over another investment. More information regarding these payments is contained in the Fund's 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.
39


Financial Highlights
The financial highlights table is intended to help investors understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report is included, along with the Fund's financial statements, in the Fund's Annual Report (available upon request).
Financial Highlights
(For a share outstanding throughout each period)
 
iShares J.P. Morgan EM Local Currency Bond ETF
 
Year Ended
10/31/23
Year Ended
10/31/22
Year Ended
10/31/21
Year Ended
10/31/20
Year Ended
10/31/19
Net asset value, beginning of
year
$32.09
$41.73
$41.68
$45.43
$43.24
Net investment income(a)
2.25
1.95
2.06
2.29
3.09
Net realized and unrealized
gain (loss)(b)
0.61
(10.06
)
(2.01
)
(4.11
)
0.59
Net increase (decrease) from
investment operations
2.86
(8.11
)
0.05
(1.82
)
3.68
Distributions from net
investment income(c)
(0.30
)
(1.53
)
(1.93
)
(1.49
)
Net asset value, end of year
$34.65
$32.09
$41.73
$41.68
$45.43
Total Return(d)
Based on net asset value
8.92
%
(20.04
)%
0.12
%
(4.20
)%
8.75
%
Ratios to Average Net
Assets(e)
Total expenses
0.30
%
0.30
%
0.30
%
0.30
%
0.30
%
Net investment income
6.31
%
5.37
%
4.72
%
5.46
%
6.95
%
Supplemental Data
Net assets, end of year (000)
$471,300
$346,525
$517,427
$500,100
$536,078
Portfolio turnover rate(f)
45
%
47
%
29
%
43
%
44
%

(a) Based on average shares outstanding.
(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in
securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market
values of the Fund’s underlying securities.
(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.
(d) Where applicable, assumes the reinvestment of distributions.
(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.
(f) Portfolio turnover rate excludes in-kind transactions.
40


Index Provider
J.P. Morgan is the Index Provider for the Underlying Index. J.P. Morgan is not affiliated with the Company, BFA,BIL, BRS, the Distributor or any of their respective affiliates.
J.P. Morgan provides financial, economic and investment information to the financial community. Security additions and deletions into the emerging markets bond indexes do not in any way reflect an opinion on the investment merits of the security.
Disclaimers
The Fund is not sponsored, endorsed, sold or promoted by J.P. Morgan. J.P. Morgan makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund in particular, or the ability of the Underlying Index to track general market performance. J.P. Morgan's only relationship to the Company and BFA or its affiliates is the licensing of certain trademarks and trade names of J.P. Morgan and of the Underlying Index which is determined, composed and calculated by J.P. Morgan without regard to the Company, BFA or its affiliates or the Fund. J.P. Morgan has no obligation to take the needs of BFA or its affiliates or the owners of shares of the Fund into consideration in determining, composing or calculating the Underlying Index. J.P. Morgan is not responsible for and has not participated in the determination of the prices and amount of shares of the Fund, or the timing of the issuance or sale of such shares or in the determination or calculation of the equation by which shares of the Fund are to be converted into cash. J.P. Morgan has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund. J.P. Morgan does not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and J.P. Morgan shall have no liability for any errors, omissions or interruptions therein.
J.P. Morgan makes no warranty, express or implied, as to results to be obtained by BFA or its affiliates, owners of shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein. J.P. Morgan makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall J.P. Morgan have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) resulting from the use of the Underlying Index or any data included therein, even if notified of the possibility of such damages.
The past performance of the Underlying Index is not a guide to future performance. BFA and its affiliates do not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and BFA and its affiliates shall have no liability for any errors, omissions or interruptions therein. BFA and its affiliates make no warranty, express or implied, to the owners of shares of the Fund or to any other person or entity,
41


as to results to be obtained by the Fund from the use of the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall BFA or its affiliates have any liability for any special, punitive, direct, indirect, consequential or any other damages (including lost profits), even if notified of the possibility of such damages.
42


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Want to know more?
iShares.com  | 1-800-474-2737
Information on the Fund’s 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 Fund, you may request a copy of the SAI. The SAI provides detailed information about the Fund 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 the 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 Company or shares of the Fund or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Call:
1-800-iShares or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time)
Email:
iSharesETFs@blackrock.com
Write:
c/o BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540
Reports and other information about the Fund 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 the 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.
©2024 BlackRock, Inc. All rights reserved. iSHARES® and BLACKROCK®are registered trademarks of BFA and its affiliates. All other marks are the property of their respective owners.
Investment Company Act File No.: 811-09102
IS-P-LEMB-0324


March 1, 2024
 
 
2024 Prospectus
iShares, Inc.
• iShares US & Intl High Yield Corp Bond ETF | GHYG | CBOE BZX

The Securities and Exchange Commission (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.




Table of Contents
Markit® and iBoxx® are the registered trademarks of Markit Group Limited and Markit Indices Limited respectively and have been licensed for use for certain purposes by BlackRock Fund Advisors or its affiliates. iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates.
i


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iSHARES® US & INTL HIGH YIELD CORP BOND ETF
Ticker: GHYGStock Exchange: Cboe BZX
Investment Objective
The iShares US & Intl High Yield Corp Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar, euro, British pound sterling and Canadian dollar-denominated, high yield corporate bonds.
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, Inc. (the Company) 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.
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
Total Annual
Fund
Operating
Expenses
0.40%
None
0.00%
0.40%

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%.
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
5 Years
10 Years
$41
$128
$224
$505
S-1


Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 19% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to track the investment results of the Markit iBoxx Global Developed Markets High Yield Index (the Underlying Index), which is a rules-based index consisting of high yield (as determined by Markit Indices Limited (the Index Provider or Markit)) corporate bonds denominated in U.S. dollars, euros, British pounds sterling and Canadian dollars. The Underlying Index is designed to provide a broad representation of the global high yield corporate bond market. High yield bonds are also known as junk bonds. The Underlying Index is made up of corporate bonds that are issued by companies domiciled in countries classified as developed markets by the Index Provider. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no limit to the number of issues in the Underlying Index. As of October 31, 2023, a significant portion of the Underlying Index is represented by securities of companies in the consumer services industry or sector. The components of
the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index.
S-2


The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by Markit, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
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, 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.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service, Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or
S-3


the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent
years heightens the risks associated with rising interest rates.
Risk of Investing in Developed Countries. The 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 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.
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying
S-4


Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with
creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
Consumer Services Industry Risk. Companies in the consumer services industry may be affected by, among other things, changes in the domestic and international economies, exchange rates, competition, consumers' disposable income and consumer preferences. Companies in the consumer services industry are facing
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increased government and regulatory scrutiny and may be subject to adverse government or regulatory action.
Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the
specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
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Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take 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 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.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to European Economic Risk.
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.
Privately Issued Securities Risk. The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule
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144A or Regulation S promulgated under the 1933 Act. Privately issued securities are securities that have not been registered under the 1933 Act and as a result may be subject to legal restrictions on resale. Privately issued securities are generally not traded on established markets. As a result of the absence of a public trading market, privately issued securities may be deemed to be illiquid investments, may be more difficult to value than publicly traded securities and may be subject to wide fluctuations in value. Delay or difficulty in selling such securities may result in a loss to the Fund.
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European Economic Risk and North American Economic Risk.
Risk of Investing in the U.S. Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure.
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.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the
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Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or
redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
Calendar Year by Year Returns
The best calendar quarter return during the periods shown above was 9.44% in the 2nd quarter of 2020; the worst was -13.35% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
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Average Annual Total Returns
(for the periods ended December 31, 2023)
 
One Year
Five Years
Ten Years
(Inception Date: 4/3/2012)
 
 
 
Return Before Taxes
13.73%
4.09%
3.01%
Return After Taxes on Distributions1
11.04%
2.05%
0.94%
Return After Taxes on Distributions and Sale of Fund
Shares1
8.02%
2.26%
1.35%
Markit iBoxx Global Developed Markets High Yield
Index (Index returns do not reflect deductions for fees,
expenses, or taxes)
13.97%
4.21%
3.17%

1
After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
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Management
Investment Adviserand Sub-Adviser. The Fund's investment adviser is BFA. The Fund’s sub-adviser is BlackRock International Limited (BIL or the Sub-Adviser).
Portfolio Managers. James Mauro and Karen Uyehara (the Portfolio Managers) are primarily responsible for the day-to-day management of the Fund. Each Portfolio Manager supervises a portfolio management team. Mr. Mauro and Ms. Uyehara have been Portfolio Managers of the Fund since 2012 and 2021, respectively.
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 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 Fund
This Prospectus contains important information about investing in the Fund. Please read this Prospectus carefully before you make any investment decisions. Additional information regarding the Fund is available at www.iShares.com.
BFA is the investment adviser to the Fund and BIL is the Sub-Adviser to the Fund. Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (Cboe BZX). The market price for a share of the Fund may be different from the Fund’s most recent NAV.
ETFs are funds that trade like other publicly traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the 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 Fund may be purchased or redeemed directly from the Fund 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 the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
The Fund invests in a particular segment of the securities markets and seeks to track the performance of a securities index that is not representative of the market as a whole. The Fund is designed to be used as part of broader asset allocation strategies. Accordingly, an investment in the Fund should not constitute a complete investment program.
An index is a financial calculation, based on a grouping of financial instruments, and is not an investment product, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary for a number of reasons, including transaction costs, non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences between the Fund’s portfolio and the Underlying Index resulting from the Fund's use of representative sampling or from legal restrictions (such as diversification requirements) that apply to the Fund but not to the Underlying Index. From time to time, the Index Provider may make changes to the methodology or other adjustments to the Underlying Index. Unless otherwise determined by BFA, any such change or adjustment will be reflected in the calculation of the Underlying Index performance on a going-forward basis after the effective date of such change or adjustment. Therefore, the Underlying Index performance shown for periods prior to the effective date of any such change or adjustment will generally not be recalculated or restated to reflect such change or adjustment.
Because the Fund uses a representative sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy. Replication is an indexing strategy in which a fund invests in substantially all of the
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securities in its underlying index in approximately the same proportions as in the underlying index.
An investment in the Fund is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, BFA or any of its affiliates.
The Fund's investment objective and the Underlying Index may be changed without shareholder approval.
A Further Discussion of Principal Risks
The 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. You could lose all or part of your investment in the Fund, and the Fund could underperform other investments. The order of the below risk factors does not indicate the significance of any particular risk factor. The Fund discloses its portfolio holdings daily at www.iShares.com.
Asian Economic Risk. Certain Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Other Asian economies, however, have experienced high inflation, high unemployment, currency devaluations and restrictions, and over-extension of credit. Geopolitical hostility, political instability, and economic or environmental events in any one Asian country may have a significant economic effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may have a significant adverse effect on some or all of the economies of the countries in which the Fund invests. In particular, China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Many Asian countries are subject to political risk, including political instability, corruption and regional conflict with neighboring countries. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.
Asset Class Risk. The securitiesand other assets in the Underlying Index or in the 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
2


controls. This may cause the Fund to underperform other investment vehicles that invest in different asset classes.
Authorized Participant Concentration Risk. Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may be 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 because ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that are less widely traded often involve greater settlement and operational issues and capital costs for Authorized Participants, which may limit the availability of Authorized Participants.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s income, or in securities with greater risks or with other less favorable features.
Concentration Risk. The Fund’s investments will generally follow the weightings of the Underlying Index, which may result in concentration of the Fund’s investments in a small group of countries. To the extent that its investments are concentrated the Fund may be more adversely affected by the underperformance of those bonds, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments.
Consumer Services Industry Risk. The success of firms in the consumer services industry and certain retailers (including food and beverage, general retailers, media, and travel and leisure companies) is tied closely to the performance of the domestic and international economies, interest rates, exchange rates and consumer confidence. The consumer services industry depends heavily on disposable household income and consumer spending. Companies in the consumer services industry may be subject to severe competition, which may also have an adverse impact on their profitability. Companies in the consumer services industry are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. Changes in consumer demographics and preferences in the countries in which the issuers of securities held by the Fund are located and in the countries to which they export their products may affect the success of consumer products.
Credit Risk. Credit risk is the risk that the issuer or guarantor of a debt instrument or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor its obligations.
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The Fund’s portfolio will include below investment-grade bonds, which generally are subject to greater levels of credit risk than higher rated securities. There is the chance that the Fund’s holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), or that the market’s perception of an issuer’s creditworthiness may worsen, potentially reducing the Fund’s income level and share price. Debt instruments are subject to varying degrees of credit risk, depending on the issuer’s or counterparty’s financial condition and on the terms of the obligation, which may be reflected in their credit ratings.
Currency Risk. Because the Fund's NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency, even if such currency value of the Fund's holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a strong U.S. dollar will reduce returns for U.S. investors, while a weak U.S. dollar will increase those returns. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund’s NAV may change quickly and without warning.
Cybersecurity Risk. The Fund,Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related cyber risks both directly and through their service providers. Similar types of cybersecurity risks are also present for issuers of securities in which the 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. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing.
Cybersecurity failures by, or breaches of, the systems of the Fund's adviser, distributor and other service providers (including, but not limited to, index and benchmark providers, fund accountants, custodians, transfer agents and administrators), market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses, interference with the Fund’s ability to calculate its NAV, disclosure of confidential trading information, impediments to trading, submission of erroneous trades or erroneous creation or redemption orders, the inability of the Fund or its service providers to transact business, violations of applicable privacy and other
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laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, cyberattacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, 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 cyberattacks will go undetected. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, the Index Provider, market makers or Authorized Participants. The Fund and its shareholders could be negatively impacted as a result.
European Economic Risk. The Economic and Monetary Union (the eurozone) of the European Union (the EU) requires compliance by member states that are members of the eurozone with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every country in Europe, including those countries that are not members of the eurozone. Additionally, European countries outside of the eurozone may present economic risks that are independent of the indirect effects that eurozone policies have on them. In particular, the United Kingdom's (the U.K.) economy may be affected by global economic, industrial and financial shifts. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of eurozone countries), the default or threat of default by an EU member state on its sovereign debt and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European financial markets have historically experienced volatility and adverse trends due to concerns about economic downturns or government debt levels in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have affected and may in the future adversely affect the exchange rate of the euro and may significantly affect European countries.
Responses to financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, may limit future growth and economic recovery or may have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The U.K. left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including, for example,
5


secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which the Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Geographic Risk. Some of the companies in which the Fund invests are located in parts of the world that have historically been prone to natural disasters, such as earthquakes, tornadoes, volcanic eruptions, droughts, floods, hurricanes or tsunamis, and are economically sensitive to environmental events. Any such event may adversely impact the economies of these geographic areas or business operations of companies in these geographic areas, causing an adverse impact on the value of the Fund.
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody’s), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
The major risks of high yield securities investments include:
High yield securities may be issued by less creditworthy issuers. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment-grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of high yield securities holders, leaving few or no assets available to repay high yield securities holders.
Prices of high yield securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of high yield securities than on other higher rated fixed-income securities. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.
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Issuers of high yield securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
High yield securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems high yield securities held by the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
High yield securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the high yield securities market, and there may be significant differences in the prices quoted for high yield securities by the dealers. Because high yield securities may be less liquid than higher rated fixed-income securities, judgment may play a greater role in valuing certain of the Fund's securities than is the case with securities trading in a more liquid market.
The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
Illiquid Investments Risk. The 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 the 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. Liquid investments may become illiquid after purchase by the 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 the Fund, and any security or instrument held by the Fund may be deemed an illiquid investment pursuant to the Fund’s liquidity risk management program. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the 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 the Fund invests in securities or instruments with substantial market and/or credit risk, the 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 the Fund primarily seeks to redeem shares of the Fund on an in-kind basis, if the Fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or for other cash needs, the Fund may suffer a loss. This may be magnified in a rising interest rate environment or other circumstances where redemptions from the Fund may be greater than normal. Other market participants may be attempting to liquidate holdings at the same time as the Fund, causing increased supply of the Fund’s underlying investments in the market and contributing to illiquid investments risk and downward pricing pressure. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are
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redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund's NAV.
Income Risk. The Fund’s income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds, as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds. The Index Provider’s substitution of bonds in the Underlying Index may occur, for example, when the time to maturity for the bond no longer matches the Underlying Index’s stated maturity guidelines.
Index-Related Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. BFA’s mandate as described in this Prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BFA. BFA does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.
Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance to the Underlying Index. This could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market value, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index
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Provider or its agents may carry out additional ad hoc rebalances to the Underlying Index due to reaching certain weighting constraints, unusual market conditions or corporate events or, for example, to correct an error in the selection of index constituents. When the Underlying Index is rebalanced and the Fund in turn rebalances its portfolio to attempt to increase the correlation between the Fund’s portfolio and the Underlying Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider or its agents to the Underlying Index may increase the costs to and the tracking error risk of the Fund.
Indexing Investment Risk. The Fund is not actively managed and may be affected by a general decline in market segments related to the Underlying Index. The Fund invests in securities included in, or representative of, the Underlying Index, regardless of their investment merits. BFA generally does not attempt to invest the Fund's 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 the 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 Fund invests will have an impact on the Fund and its investments and will impact the 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 the Fund’s investments.
An outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in 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.
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Interest Rate Risk. If interest rates rise, the value of fixed-income securities or other instruments held by the Fund would likely decrease. A measure investors commonly use to determine this price sensitivity is called duration. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes, usually making their prices more volatile than those of securities with shorter durations. For example, if a bond has a duration of five years and interest rates rise, the price of the bond will likely decline by a greater percentage than if the bond had a one year duration. To the extent the Fund invests a substantial portion of its assets in fixed-income securities with longer duration, rising interest rates may cause the value of the Fund's investments to decline significantly, which would adversely affect the value of the Fund. An increase in interest rates may lead to heightened volatility in the fixed-income markets and adversely affect certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. In addition, decreases in fixed-income dealer market-making capacity may lead to lower trading volume, heightened volatility, wider bid-ask spreads and less transparent pricing in certain fixed-income markets.
The historically low interest rate environment in recent years was created in part by the world’s major central banks keeping their overnight policy interest rates at, near or below zero percent and implementing monetary policy facilities, such as asset purchase programs, to anchor longer-term interest rates below historical levels. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are set at low levels and the market prices of portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. Central banks may increase their short-term policy rates or begin phasing out, or tapering, accommodative monetary policy facilities in the future. The timing, coordination, magnitude and effect of such policy changes on various markets are uncertain, and such changes in monetary policy may adversely affect the value of the Fund’s investments.
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the 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
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factors. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities 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.
Management Risk. Because BFA uses a representative sampling indexing strategy, the Fund will not fully replicate the Underlying Index and may hold securities not included in the Underlying Index. As a result, the Fund is subject to the risk that BFA’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.
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. 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, regions, markets, industries, sectors or asset classes, as applicable. Local, regional or global events such as war, acts of terrorism, 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 Fundand its investments and could result in increased premiums or discounts to the 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 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 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 Fund's 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 the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The 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 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 the Fund may trade in the secondary market at times when the Fund does 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 Fund accepts purchase and redemption orders.
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Secondary market trading in Fund shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in 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 the 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 the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund.
Shares of the Fund May Trade at Prices Other Than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Fund's shares fluctuates continuously throughout trading hoursbased on both market supply of and demand for Fund shares and the underlying value of the Fund's portfolio holdings or NAV. As a result, the trading prices of the Fund’s shares may deviate significantly from NAV during periods of market volatility, including during periods of significant redemption requests or other unusual market conditions. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE 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 the Fund 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 the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund's 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 the Fund that differ significantly from its NAV. Authorized Participants may be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or its underlying investments, which may contribute to the 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 the 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 the 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
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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.
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.
North American Economic Risk. A decrease in imports or exports, changes in trade regulations or an economic recession in any North American country can have a significant economic effect on the entire North American region and on some or all of the North American countries in which the Fund invests.
The U.S. is Canada's and Mexico's largest trading and investment partner. The Canadian and Mexican economies are significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade Agreement (NAFTA) in 1994 among Canada, the U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments including the implementation of tariffs by the U.S. and the renegotiation of NAFTA in the form of the United States-Mexico-Canada Agreement (USMCA), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic outlook and, as a result, the value of securities held by the Fund. Policy and legislative changes in one country may have a significant effect on North American markets generally, as well as on the value of certain securities held by the Fund.
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.
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Privately Issued Securities Risk. The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S under the 1933 Act. Privately issued securities typically may be resold only to qualified institutional buyers, or in a privately negotiated transaction, or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met for an exemption from registration. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund may find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held and traded. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund’s NAV due to the absence of an active trading market. There can be no assurance that a privately issued security that is deemed to be liquid when purchased will continue to be liquid for as long as it is held by the Fund, and its value may decline as a result.
Reliance on Trading Partners Risk. Many countries or regions in which the Fund invests are dependent on trade with certain key trading partners. Reduction in spending on the products and services of the countries, institution of tariffs or other trade barriers by any of their key trading partners or a slowdown in the economies of any of their key trading partners may cause an adverse impact on the economies of the countries.
Risk of Investing in Developed Countries. 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 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 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 the 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. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the U.S. are changing many
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aspects of financial, commercial, public health, environmental, and other regulation and may have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the U.S. will continue to maintain elevated public debt levels for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, elevated public debt service costs 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.
If U.S. relations with certain countries deteriorate, it could adversely affect U.S. issuers as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased internal unrest and discord. If these trends were to continue, it may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.
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. BlackRock Institutional Trust Company, N.A. (BTC), theFund's securities lending agent, will take into account the tax impact to shareholders of substitute payments for dividends when managing theFund's securities lending program.
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
Valuation Risk. The price the Fund could receive upon the sale of a securityor other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets or that are valued using a fair value methodology as a
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result of trade suspensions or for other reasons. Because non-U.S. exchanges may be open on days or during time periods when the Fund does not price its shares, the value of the securities or other assets in the Fund's portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. In addition, for purposes of calculating the Fund's NAV, the value of assets denominated in non-U.S. currencies is translated into U.S. dollars at the prevailing market rates. This translation may result in a difference between the prices used to calculate the Fund's NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund's performance and the performance of the Underlying Index. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
A Further Discussion of Other Risks
The 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.
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 the Fund from closing out a qualified financial contract during a specified time period if the counterparty is subject to resolution proceedings and also prohibit the 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 the Fund.
Consumer Goods Industry Risk. Companies in the consumer goods industry may be strongly affected by social trends, marketing campaigns and other factors affecting consumer demand. Governmental regulation affecting the use of various food additives may affect the profitability of certain consumer goods companiesrepresented in the Underlying Index. Many consumer goods may be marketed globally, and consumer goods companies may be affected by the demand and market conditions in other countries and regions.
Energy Sector Risk. The market value of securities issued by companies in the energy sector may decline for the following reasons, among others: changes in and volatility of global energy prices, energy supply and demand, and spending on exploration and production of energy sources; exchange rates, interest rates, economic conditions, and tax treatment; changes in the actual or perceived availability of oil or other resource deposits; the enactment or cessation of trade sanctions or import controls; war or other geopolitical conflicts; negative perception; increased litigation; energy
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conservation efforts; energy infrastructure developments or service failures; and increased competition and technological advances. Companies in this sector may be subject to substantial government regulation and contractual fixed pricing, which may increase the cost of doing business and limit the earnings of these companies. A significant portion of the revenues of these companies may depend on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this sector.
Energy companies may also operate in, or engage in transactions involving, countries that have less developed regulatory regimes or a history of expropriation, confiscation of assets, foreign investment restrictions, nationalization or other adverse policies or that are at greater risk of political and social unrest, coups or labor disruptions. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental problems, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, cyber incident, political strife or natural disasters. Any such event could have serious consequences for the general population of the affected area and could have an adverse impact on the Fund’s portfolio and the performance of the Fund. Energy companies may have relatively high levels of debt and may be more likely than other companies to restructure their businesses if there are downturns in energy markets or in the global economy. Energy production companies, especially those for oil and gas, may also have to contend with service disruptions, pipeline and equipment leaks and ruptures, explosions, fires, unscheduled downtime, transportation interruptions, discharges or releases of toxic or hazardous gases and other environmental risks.
The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on February 24, 2022 led to 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, in response, 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 Fund.
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
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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 the 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.
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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.
Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Fund’s adviser or 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 invest in the Fund and hold their investment 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 the Fund would be maintained. Redemptions of a large number of Fund shares by these shareholders may adversely affect the Fund’s liquidity and net assets. To the extent the Fund permits redemptions in cash, these redemptions may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV, have a material effect on the market price of the Shares and increase the Fund’s brokerage costs and/or accelerate the realization of taxable income and/or 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. The Fund also may be required to sell its more liquid Fund 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 shares on the secondary market, such transactions may account for a large percentage of the trading volume for the shares of the Fund and may, therefore, have a material upward or downward effect on the market price of the Fund 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.
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
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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.
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. The U.S. telecommunications market is characterized by increasing competition and regulation by the U.S. Federal Communications Commission and various state regulatory authorities. 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 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 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 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 Fund’s portfolio holdingscompared to the performance of the Underlying Index. This may increase the risk of the Fund being underinvested to the Underlying Index and increase the risk of tracking error.
For example, in certain circumstances where the 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
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proprietary accounts and for client accounts (including the 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.
Portfolio Holdings Information
A description of the Company's policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund's Statement of Additional Information (SAI). The Fund discloses its portfolio holdings daily at www.iShares.com. Fund fact sheets providing information regarding the 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 Fund. BFA provides an investment program for the Fund and manages the investment of the Fund’s assets. In managing the Fund, BFA may draw upon the research and expertise of its asset management affiliates with respect to certain portfolio securities. In seeking to achieve the 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 Company (entered into on behalf of the Fund), BFA is responsible for substantially all expenses of the Fund, 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 Directors who are not interested persons of the Company). Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any.
For the fiscal year ended October 31, 2023, BFA was paid a management fee from the Fund, as a percentage of the Fund’s average daily net assets, at the annual rate of 0.40%.
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 has entered into a sub-advisory agreement with the Sub-Adviser, an affiliate of BFA, under which BFA pays the Sub-Adviser for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement or (ii) an amount based on the cost of the services provided. The Sub-Adviser, subject to the supervision and oversight of the Company's Board of Directors (the Board) and BFA, is primarily responsible for the execution of securities
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transactions outside the U.S. and Canada and may, from time to time, participate in the management of specified assets in the Fund’s portfolio. If the Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive from BFA an amount equal to 20% of BFA’s management fee, and if the Sub-Adviser provides services related solely to trading, then it is entitled to receive from BFA an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser.
BFA is located at 400 Howard Street, San Francisco, CA 94105. It is an indirect wholly-owned subsidiary of BlackRock, Inc. (BlackRock). As of December 31, 2023, BFA and its affiliates provided investment advisory services for assets of approximately $10.0 trillion. BIL is an investment adviser located in the U.K. at Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL, Scotland 011 44 131 472 7200. The Sub-Adviser is a registered investment adviser and a commodity pool operator organized in 1999. BFA, the Sub-Adviser, and their affiliates trade and invest for their own accounts in the actual securities and types of securities in which the Fund 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 BFAand the Sub-Advisory Agreement between BFA and the Sub-Adviser is available in the Fund's Annual Report for the period ended October 31.
Portfolio Managers. James Mauro and Karen Uyehara are primarily responsible for the day-to-day management of the Fund. 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 teams 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.
James Mauro has been employed by BFA or its affiliates as a portfolio manager since 2011. Prior to that, Mr. Mauro was a Vice President at State Street Global Advisors. Mr. Mauro has been a Portfolio Manager of the Fund since 2012.
Karen Uyehara has been employed by BFA or its affiliates as a senior portfolio manager since 2010. Prior to that, Ms. Uyehara was a portfolio manager at Western Asset Management Company (WAMCO). Ms. Uyehara has been a Portfolio Manager of the Fund since 2021.
The Fund's 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 Fund.
Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Fund. JPMorgan Chase Bank, N.A. serves as custodian for the Fund 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 accounts they manage, may present conflicts of interest that could disadvantage the Fund and its shareholders. BFA and its Affiliates provide investment
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management services to other funds and discretionary managed accounts that may follow investment programs similar to that of the Fund. 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 Fund. 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 Fund may directly or indirectly invest. The Fund 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 Fund 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 Fund 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 Fund or who engage in transactions with or for the Fund, 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 Fund and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. 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 Fund 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 Fund 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 Fund.
Neither BlackRock nor any Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with the Fund for appropriate investment opportunities. The results of the Fund's 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 Fund 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 Fund 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 Fund. 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 Fund.
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The Fund's 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, the 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 Fund has 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 Fund (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.
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 Fund. The price, availability, liquidity, and (in some cases) expense ratio of the Fund may be impacted by purchases and sales of the Fund 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 Fund and its 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 Fund, 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 Fund may be acquired or redeemed directly from the 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 the Fund. Once created, shares of the Fund generally trade in the secondary market in amounts less than a Creation Unit.
Shares of the 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 Company does not impose any minimum
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investment for shares of the Fund purchased on an exchange or otherwise in the secondary market. The Fund's shares trade under the ticker symbol GHYG.
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 Fund 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 the 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.
The 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 the 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, the 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 the 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 the 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. The Fund’s primary listing exchange is Cboe BZX.
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
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stock of the Acquired Fund is owned by the Acquiring Fund and other investment companies and companies controlled by them. However, registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in SEC rules. In order for a registered investment company to invest in shares of the Fund beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the 1940 Act, the registered investment company must, among other things, enter into an agreement with the Company. 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 Fund 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 the Fund.
Investors owning shares of the Fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for shares of the Fund. 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 the 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 underlying securities held by the Fund, economic conditions and other factors.
Determination of Net Asset Value. The NAV of the 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 the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held by the 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.
The Fund values fixed-income portfolio securities using last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by the Fund's approved independent third-party pricing services, each in accordance with BFA's valuation policies and procedures. Pricing services may use
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matrix pricing or valuation models that utilize certain inputs and assumptions to derive values. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots often trade at lower prices than institutional round lots. An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless BFA determines in good faith that such method does not represent fair value.
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 Fund 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 the 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 the 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, the 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 the 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 the 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. Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Underlying Index.
Dividends and Distributions.
General Policies. Dividends from net investment income, if any, generally are declared and paid at least once a year by the Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Company may make distributions on a more frequent basis for the Fund. The Company reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains.
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Dividends and other distributions on shares of the 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 the Fund.
Dividend Reinvestment Service. No dividend reinvestment service is provided by the Company. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the 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 the 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 Fund will be taxed. The tax information in this Prospectus is provided as general information, based on current law. There is no guarantee that shares of the Fund will receive certain regulatory or accounting treatment. You should consult your own tax professional about the tax consequences of an investment in shares of the Fund.
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 the Fund makes distributions or you sell Fund shares.
Taxes on Distributions. Distributions from the Fund’s net investment income, includingdistributions of income from securities lending and distributions out of the Fund's net short-term capital gains, if any, are taxable to you as ordinary income. The Fund's distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the shares. 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. Distributions from the Fund are subject to a 3.8% U.S. federal Medicare contribution tax on net investment income, for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts. 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.
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.
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If the 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 the Fund’s minimum distribution requirements, but not in excess of the 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 will 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 the Fund as capital assets.
Dividends, interest and capital gains earned by the Fund with respect to securities issued by non-U.S. issuers may give rise to withholding, capital gains 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 the 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.), generally the Fund may pass through to you certain non-U.S. income taxes (including withholding taxes) paid by the Fund. This means that you would be considered to have received as an additional dividend your share of such non-U.S. taxes, but you may be entitled to either a corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your U.S. federal income tax.
For purposes of foreign tax credits for U.S. shareholders of the Fund, foreign capital gains taxes may not produce associated foreign source income, limiting the availability of such credits for U.S. persons.
If you are neither a resident nor a citizen of the U.S. or if you are a non-U.S. entity (other than a pass-through entity to the extent owned by U.S. persons), the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. federal 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 the 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 U.S. Internal Revenue Service (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
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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 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 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.
Creations and Redemptions. Prior to trading in the secondary market, shares of the Fund 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 Fund's Distributor, an affiliate of BFA. 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 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 the 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). The Fund may, in certain circumstances, offer Creation Units partially or solely for cash. Except when aggregated in Creation Units, shares are not redeemable by the Fund. Creation and redemption baskets may differ and the Fund will accept custom baskets. More information regarding custom baskets is contained in the Fund's 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.
30


Only an Authorized Participant may create or redeem Creation Units with the Fund. Authorized Participants may create or redeem Creation Units for their own accounts or for customers, including, without limitation, affiliates of the 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 the Fund's instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the 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 Fund's SAI.
Because new shares may be created and issued on an ongoing basis, at any point during the life of the 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
31


documents, or if you are currently enrolled in householding and wish to change your householding status.
Distribution
The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001.
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 Fund 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 Fund. 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 Fund or other iShares funds over another investment. More information regarding these payments is contained in the Fund's 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.
32


Financial Highlights
The financial highlights table is intended to help investors understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report is included, along with the Fund's financial statements, in the Fund's Annual Report (available upon request).
Financial Highlights
(For a share outstanding throughout each period)
 
iShares US & Intl High Yield Corp Bond ETF
 
Year Ended
10/31/23
Year Ended
10/31/22
Year Ended
10/31/21
Year Ended
10/31/20
Year Ended
10/31/19
Net asset value, beginning of
year
$40.03
$49.61
$47.80
$48.97
$48.03
Net investment income(a)
2.47
2.02
2.09
2.21
2.42
Net realized and unrealized
gain (loss)(b)
0.71
(9.53
)
1.99
(1.27
)
1.17
Net increase (decrease) from
investment operations
3.18
(7.51
)
4.08
0.94
3.59
Distributions from net
investment income(c)
(2.30
)
(2.07
)
(2.27
)
(2.11
)
(2.65
)
Net asset value, end of year
$40.91
$40.03
$49.61
$47.80
$48.97
Total Return(d)
Based on net asset value
7.93
%
(15.46
)%
8.56
%
2.04
%
7.74
%
Ratios to Average Net
Assets(e)
Total expenses
0.40
%
0.40
%
0.40
%
0.40
%
0.40
%
Net investment income
5.91
%
4.48
%
4.16
%
4.65
%
5.02
%
Supplemental Data
Net assets, end of year (000)
$122,717
$100,077
$193,464
$176,851
$176,300
Portfolio turnover rate(f)
19
%
16
%
31
%
33
%
24
%

(a) Based on average shares outstanding.
(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in
securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market
values of the Fund’s underlying securities.
(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.
(d) Where applicable, assumes the reinvestment of distributions.
(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.
(f) Portfolio turnover rate excludes in-kind transactions.
33


Index Provider
Markit owns, compiles and publishes the iBoxx bond and iTraxx credit derivative indices, which are used around the world by financial market participants as benchmarks and as the basis for traded products. Markit is a leading provider of independent data, portfolio valuations and over-the-counter derivatives trade processing to the financial markets. Markit is not affiliated with the Company, BFA,BIL, the Distributor, or any of their respective affiliates, and has licensed the Underlying Index in connection with the Fund. Markit® and iBoxx® are the registered trademarks of Markit Group Limited and Markit Indices Limited, respectively.
Disclaimers
iBoxx is a registered trademark of Markit Indices Limited and is licensed for use by BFA or its affiliates. BFA or its affiliates have not been passed on by these entities or their affiliates as to their legality or suitability. Markit does not approve, sponsor, endorse or recommend BFA or the Fund. Markit makes no representation regarding the advisability of investing in the Fund. The Underlying Index is derived from a source considered reliable, but Markit and its employees, suppliers, subcontractors and agents (together Markit Associates) do not guarantee the veracity, completeness or accuracy of the Underlying Index or other information furnished in connection with the Underlying Index. No representation, warranty or condition, express or implied, statutory or otherwise, as to condition, satisfactory quality, performance, or fitness for purpose are given or assumed by Markit or any of the Markit Associates in respect of 1) the Underlying Index (including its composition), Fund, or any data included in it, 2) the use by any person or entity of the Fund of that data, 3) the results obtained from the use of the Underlying Index, 4) the creditworthiness of any entity, or the likelihood of the occurrence of a credit event or similar event (however defined) with respect to an obligation, in the Underlying Index, at any particular time on any particular date or otherwise, or 5) the ability of the Underlying Index to track relevant markets' performances or otherwise relating to the Underlying Index or any transaction or product with respect thereto. All such representations, warranties and conditions are excluded except to the extent that such exclusion is prohibited by law. The Markit Associates shall not have any liability to any party for any error or omission, or any act or failure to act in connection with the determination, adjustment, calculation or maintenance of the Underlying Index, nor shall they have any obligation to take the needs of any party into consideration in determining, composing or calculating the Underlying Index.
The past performance of the Underlying Index is not a guide to future performance. BFA and its affiliates do not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and BFA and its affiliates shall have no liability for any errors, omissions or interruptions therein. BFA and its affiliates make no warranty, express or implied, to the owners of shares of the Fund or to any other person or entity, as to results to be obtained by the Fund from the use of the Underlying Index
34


or any data included therein. Without limiting any of the foregoing, in no event shall BFA or its affiliates have any liability for any special, punitive, direct, indirect, consequential or any other damages (including lost profits), even if notified of the possibility of such damages.
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Want to know more?
iShares.com  | 1-800-474-2737
Information on the Fund’s 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 Fund, you may request a copy of the SAI. The SAI provides detailed information about the Fund 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 the 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 Company or shares of the Fund or you wish to obtain the SAI, Semi-Annual or Annual Report free of charge, please:
Call:
1-800-iShares or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time)
Email:
iSharesETFs@blackrock.com
Write:
c/o BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540
Reports and other information about the Fund 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 the 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.
©2024 BlackRock, Inc. All rights reserved. iSHARES® and BLACKROCK®are registered trademarks of BFA and its affiliates. All other marks are the property of their respective owners.
Investment Company Act File No.: 811-09102
IS-P-GHYG-0324


iShares®, Inc.
Statement of Additional Information
Dated March 1, 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 Prospectuses) for the following series of iShares, Inc. (the Company):
Funds
Ticker
Listing Exchange
iShares International High Yield Bond ETF
HYXU
Cboe BZX
iShares J.P. Morgan EM Corporate Bond ETF
CEMB
Cboe BZX
iShares J.P. Morgan EM High Yield Bond ETF
EMHY
Cboe BZX
iShares J.P. Morgan EM Local Currency Bond ETF
LEMB
NYSE Arca
iShares US & Intl High Yield Corp Bond ETF
GHYG
Cboe BZX
The Prospectuses for the above-listed funds (each, a Fund and collectively, the Funds) are dated March 1, 2024, as amended and supplemented from time to time. Capitalized terms used herein that are not defined have the same meaning as in the applicable Prospectus, unless otherwise noted. The Financial Statements and Notes contained in the applicable Annual Report and Semi-Annual Report of the Company for the Funds are incorporated by reference into and are deemed to be part of this SAI. A copy of each Fund's Prospectus, Annual Report and Semi-Annual Report may be obtained without charge by writing to the Company's distributor, BlackRock Investments, LLC (the Distributor or BRIL), 1 University Square Drive, Princeton, NJ 08540, 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 BlackRock Fund Advisors and its affiliates.


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iv


General Description of the Company and the Funds
The Company currently consists of more than 50 investment series or portfolios. The Company was organized as a Maryland corporation on September 1, 1994 and is authorized to have multiple series or portfolios. The Company is an open-end management investment company registered with the SEC under the 1940 Act. The offering of the Company's shares is registered under the Securities Act of 1933, as amended (the 1933 Act). This SAI relates to the following Funds:
iShares International High Yield Bond ETF
iShares J.P. Morgan EM Corporate Bond ETF
iShares J.P. Morgan EM High Yield Bond ETF
iShares J.P. Morgan EM Local Currency Bond ETF
iShares US & Intl High Yield Corp Bond ETF
Each Fund is managed by BlackRock Fund Advisors (BFA), an indirect wholly-owned subsidiary of BlackRock, Inc., and generally seeks to track the investment results of the specific benchmark index identified in the applicable Prospectus for that Fund (each, an Underlying Index). BlackRock International Limited (BIL), an affiliate of BFA, serves as the sub-adviser to each Fund. BlackRock (Singapore) Limited (BRS), an affiliate of BFA, serves as a sub-adviser (together with BIL, the Sub- Advisers) to the iShares J.P. Morgan EM Local Currency Bond ETF.
Each Fund offers and issues shares at their 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, assets or other positions (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 the Funds are listed for trading on national securities exchanges such as Cboe BZX Exchange, Inc. (Cboe BZX) or NYSE Arca, Inc. (NYSE Arca) (each, a Listing 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 Creation and Redemption of Creation Units-Role of the Authorized Participant section of this SAI). Creation Units typically are a specified number of shares, generally ranging from 50,000 to 200,000 shares or multiples thereof.
The Company 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 Company collateral as set forth in the handbook for Authorized Participants. The Company 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.
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 applicable Prospectus.
Shares of each Fund are listed for trading, and trade throughout the day, on the applicable 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
1


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 Company 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
Each Fund seeks to achieve its objective by investing primarily in both fixed-income securities issued by issuers that compose its relevant Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying Index. Each Fund operates as an index fund and is not actively managed. Adverse performance of a security in a Fund’s portfolio will ordinarily not result in the elimination of the security from the Fund’s portfolio.
Each Fund engages in representative sampling, which is investing in a sample of securities selected by BFA to have a collective investment profile similar to that of the Fund's Underlying Index. Securities selected have aggregate investment characteristics (based on market value and industry weightings), fundamental characteristics (such as yield, credit rating, maturity and duration) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that uses representative sampling generally does not hold all of the securities that are in its underlying index.
Although the Funds do not seek leveraged returns, certain instruments used by the Funds may have a leveraging effect as described below.
Each Fund will invest at least 80% of its assets in the component securities of its Underlying Index, and each Fund will invest at least 90% of its assets in fixed income securities of the types included in its Underlying Index that BFA believes will help each Fund track its Underlying Index. Each Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help each Fund track its Underlying Index as well as in fixed income securities other than the types included in its Underlying Index, but which BFA believes will help each Fund track its Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in its Underlying Index. Each Fund seeks to track the investment results of its Underlying Index before fees and expenses of the Fund.
The iShares J.P. Morgan EM Local Currency Bond ETF may use non-deliverable forward contracts (NDFs), which BFA believes, may help the fund track its Underlying Index. NDFs are cash-settled, short-term forward contracts that may be thinly traded or are denominated in non-convertible foreign currencies, where the profit or loss at the time of settlement date is calculated by taking the difference between the agreed upon exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds. NDFs generally have a fixing date and a settlement date. The fixing date is the valuation date at which the difference between the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement date is the date by which the payment of the difference is due to the party receiving payment. NDFs are commonly quoted for time periods ranging from one month to up to two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to and/or hedge exposure to foreign currencies that are not internationally traded.
NDFs 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. Physically-settled forwards between eligible contract participants, such as the iShares J.P. Morgan EM Local Currency Bond ETF, are generally subject to lighter regulation in the U.S. than NDFs and cash-settled foreign currency forward contracts. Under the Dodd-Frank Act, NDFs are regulated as swaps and are subject to rules requiring central clearing and mandatory trading on an exchange or facility that is regulated by the Commodity Futures Trading Commission (the CFTC). NDFs traded in the OTC market are subject to margin requirements that are expected to be finalized over the next year or two. Implementation of the regulations regarding clearing, mandatory trading and margining of NDFs are likely to increase the cost to the iShares J.P. Morgan EM Local Currency Bond ETF and as a result, may affect returns to investors in the fund.
2


As a result of regulatory requirements under the 1940 Act, the iShares J.P. Morgan EM Local Currency Bond ETF is required to maintain an amount of liquid assets, accrued on a daily basis, having an aggregate value at least equal to the value of the fund’s obligations under the NDF. In connection with NDFs, the iShares J.P. Morgan EM Local Currency Bond ETF will generally maintain liquid assets, accrued daily, equal to the accrued excess, if any, of the fund’s obligations over those of its counterparty under the contract.
Bonds.Each Fund, other than the iShares International High Yield Bond ETF, iShares J.P. Morgan EM Local Currency Bond ETF and iShares US & Intl High Yield Corp Bond ETF, invests a substantial portion of its assets in U.S. dollar-denominated bonds. The iShares International High Yield Bond ETF, iShares J.P. Morgan EM Local Currency Bond ETF and iShares US & Intl High Yield Corp Bond ETF invest a substantial portion of their assets in non-U.S. dollar denominated bonds. A bond is an interest-bearing security issued by a U.S. or non-U.S. company or governmental unit. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) periodically or on a specified maturity date. Bonds generally are used by issuers to borrow money from investors.
An issuer may have the right to redeem or call a bond before maturity, in which case a fund may have to reinvest the proceeds at lower market rates.Similarly, a fund may have to reinvest interest income or payments received when bonds mature, sometimes at lower market rates. Most bonds bear interest income at a coupon rate that is fixed for the life of the bond. The value of a fixed-rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed-rate bond’s yield (income as a percent of the bond’s current value) may differ from its coupon rate as its value rises or falls. When an investor purchases a fixed-rate bond at a price that is greater than its face value, the investor is purchasing the bond at a premium. Conversely, when an investor purchases a fixed-rate bond at a price that is less than its face value, the investor is purchasing the bond at a discount. Fixed-rate bonds that are purchased at a discount pay less current income than securities with comparable yields that are purchased at face value, with the result that prices for such fixed-rate securities can be more volatile than prices for such securities that are purchased at face value. Other types of bonds bear interest at an interest rate that is adjusted periodically. Interest rates on floating rate or variable rate bonds may be higher or lower than current market rates for fixed-rate bonds of comparable quality with similar final maturities. Because of their adjustable interest rates, the value of floating rate or variable rate bonds fluctuates much less in response to market interest rate movements than the value of fixed-rate bonds, but their value may decline if their interest rates do not rise as much, or as quickly, as interest rates in general. Each Fund may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Generally, prices of higher quality issues tend to fluctuate less with changes in market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on an issuer’s earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuer’s general creditworthiness) or secured (backed by specified collateral).
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 iShares J.P. Morgan EM Local Currency Bond ETF, along with certain other iShares funds, has entered into a syndicated line of credit with the Bank of New York Mellon (BNY), which serves as administrative agent for itself and the other banks. The syndicated line of credit may be used for temporary or emergency purposes, including redemption, settlement of trades and rebalancing of portfolio holdings.
Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York plus a spread. Pursuant to the terms of the credit agreement, if SOFR were to cease being published or representative, it would be replaced by a rate based on an alternate benchmark selected by BNY.
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
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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.
Corporate Bonds.Certain of the Funds may invest in investment-grade and/or high yield corporate bonds. The investment return of corporate bonds reflects interest earned on the security and changes in the market value of the security. The market value of a corporate bond may be affected by changes in the market rate of interest, the credit rating of the issuer, the issuer’s performance and perceptions of the issuer in the marketplace. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Diversification Status. The following table sets forth the diversification status of each Fund:
Diversified Funds
Non-Diversified Funds
iShares International High Yield Bond ETF
iShares J.P. Morgan EM Local Currency Bond ETF
iShares J.P. Morgan EM Corporate Bond ETF
 
iShares J.P. Morgan EM High Yield Bond ETF
 
iShares US & Intl High Yield Corp Bond ETF
 
A fund classified as diversified under the 1940 Act may not purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than 5% of the fund’s total assets would be invested in securities of that issuer or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the fund may invest more than 5% of its assets in one issuer. Under the 1940 Act, a fund cannot change its classification from diversified to non-diversified without shareholder approval.
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 the underlying index of such a fund and, consequently, the 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 certain Funds and may make it less likely that the Funds will meet their respective investment objectives.
Futures, Options on Futures and Securities Options.Futures contracts, options on futures and securities options may be used by a Fund to simulate investment in its Underlying Index, to facilitate trading or to reduce transaction costs. Each 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 will not use futures, options on futures or securities options for speculative purposes. Each Fund intends to use futures and options on futures in accordance with Rule 4.5 of the CFTC promulgated under the Commodity Exchange Act (CEA). BFA, with respect to certain Funds, 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, 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. Each 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 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 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
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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 may elect to close the position by taking an opposite position, which will operate to terminate the 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. 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. Certain of the Funds 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 securities in its Underlying Index or to dispose of securities in its Underlying Index at favorable prices, to invest cash in a securities index that offers similar exposure to that provided by its Underlying Index or otherwise to achieve the Fund’s objective of tracking its Underlying Index.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 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 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 may purchase or sell securities options on a U.S. or non-U.S. securities exchange or in the over-the-counter (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 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).
High Yield Securities.Certain Funds may invest in non-investment grade securities. Non-investment grade or high yield fixed-income or convertible securities are commonly known to investors as junk bonds or high yield bonds. These are generally debt securities that are rated below investment grade by one or more of the major rating agencies or are unrated securities that BFA believes are of comparable quality. While generally providing greater income and opportunity for gain, non-investment grade debt securities may be subject to greater risks than securities that have higher credit ratings, including a high risk of default, and their yields will fluctuate over time. High yield securities will generally be in the lower rating categories of recognized rating agencies (rated below Baa3 by Moody's Investors Service, Inc. (Moody's) or below BBB- by S&P Global Ratings or Fitch Ratings, Inc. (Fitch)) or be unrated. The credit rating of a high yield security does not necessarily address its market value risk, and ratings may from time to time change, positively or negatively, to reflect developments regarding the issuer’s financial condition. High yield securities are considered to be speculative with respect to the capacity of the issuer to timely repay principal and pay interest in accordance with the terms of the obligation and may have more credit risk than higher rated securities.
The major risks of high yield bond investments include the following:
High yield bonds may be issued by less creditworthy issuers. These securities are vulnerable to adverse changes in the issuer’s industry or to general economic conditions. Issuers of high yield bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.
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The issuers of high yield bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuer’s ability to pay its debt obligations also may be lessened by specific issuer developments, or the unavailability of additional financing. Issuers of high yield securities are often in the growth stage of their development and/or involved in a reorganization or takeover.
High yield bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations, which will potentially limit a Fund’s ability to fully recover principal, to receive interest payments when senior securities are in default or to receive restructuring benefits paid to holders of more senior classes of debt. Thus, investors in high yield securities frequently have a lower degree of protection with respect to principal and interest payments than do investors in higher rated securities.
High yield bonds frequently have redemption features that permit an issuer to repurchase the security from a Fund before it matures. If an issuer redeems the high yield bonds, a Fund may have to invest the proceeds in bonds with lower yields and may lose income.
Prices of high yield bonds are subject to extreme fluctuations. Negative economic developments may have a greater impact on the prices of high yield bonds than on those of other higher rated fixed-income securities.
Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. There are fewer dealers in the high yield bond market, and there may be significant differences in the prices quoted for high yield bonds by dealers, and such quotations may not be the actual prices available for a purchase or sale. Judgment may play a greater role in the prices and values generated for such securities than in the case of securities trading in a more liquid market.
The secondary markets for high yield securities are not as liquid as the secondary markets for higher rated securities. The secondary markets for high yield securities are concentrated in relatively few market makers and, participants in the markets are mostly institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher rated securities and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. An illiquid secondary market may adversely affect the market price of the high yield security, which may result in increased difficulty selling the particular issue and obtaining accurate market quotations on the issue when valuing a Fund's assets. Market quotations on high yield securities are available only from a limited number of dealers, and such quotations may not be the actual prices available for a purchase or sale. When the secondary market for high yield securities becomes more illiquid, or in the absence of readily available market quotations for such securities, the relative lack of reliable objective data makes it more difficult to value such securities, and judgment plays a more important role in determining such valuations.
A Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
The high yield bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news, whether or not it is based on fundamental analysis. Additionally, prices for high yield securities may be affected by legislative and regulatory developments. These developments could adversely affect a Fund’s NAV and investment practices, the secondary market for high yield securities, the financial condition of issuers of these securities and the value and liquidity of outstanding high yield securities, especially in a thinly traded market. For example, federal legislation requiring the divestiture by federally insured savings and loan associations of their investments in high yield bonds and limiting the deductibility of interest by certain corporate issuers of high yield bonds adversely affected the market in the past.
Lending Portfolio Securities.Each 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 if, as a result, the aggregate value of all securities loans of the particular Fund exceeds one-third of the value of such Fund's total assets (including the value of the collateral received). A Fund may terminate a loan at any time and obtain the return of the securities loaned. Each 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.
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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 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 for such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of the Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject to investment risk.
Each 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 and to retain an affiliate of the Fund to act as securities lending agent. To the extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (BTC) acts as securities lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance with guidelines approved by the Company's Board of Directors (the Board, the directors of which are the Directors). 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 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 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 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 securities as agreed, the Fund’s ability to participate in a corporate action event may be impacted, or the 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. A 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 representing dividends paid on securities loaned out by the 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 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 (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, 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 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 exchange-traded funds (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 Directors of the Company, 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
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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.
Non-U.S. Securities. Certain obligations or securities of non-U.S. issuers may be deemed to be located in a particular country if: (i) the principal trading market for the security is in such country, (ii) the issuer is organized under the laws of such country, (iii) the issuer derives at least 50% of its revenues or profits from such country or has at least 50% of its assets situated in such country or, (iv) the issuer is the government of the particular country.
Privately Issued Securities. The Funds may invest in privately issued securities, including those that may be resold only in accordance with Rule 144A or Regulation S under the 1933 Act (Restricted Securities). Restricted Securities are not publicly-traded and are subject to a variety of restrictions, which limit a purchaser's ability to acquire or resell such securities. Accordingly, the liquidity of the market for specific Restricted Securities may vary. Delay or difficulty in selling such securities may result in a loss to a Fund.
Ratings. An investment-grade rating generally means the security or issuer is rated investment-grade by one or more of Moody’s, S&P Global Ratings, Fitch, Dominion Bond Rating Service Limited (Dominion), or another credit rating agency designated as a nationally recognized statistical rating organization (NRSRO) by the SEC, or is unrated but considered to be of equivalent quality by BFA. Generally, bonds rated Baa3 or above by Moody’s, BBBL or above by Dominion or BBB- or above by S&P Global Ratings and Fitch are considered investment-grade securities, bonds rated Baa are considered medium grade obligations subject to moderate credit risk and may possess certain speculative characteristics, while bonds rated BBB are regarded as having adequate capacity to meet financial commitments.
Subsequent to purchase by a Fund, a rated security may cease to be rated or its rating may be reduced below an investment-grade rating. Bonds rated below Baa3 by Moody’s or below BBB- by S&P Global Ratings or Fitch are generally considered below investment-grade quality and are obligations of issuers that are generally considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal according to the terms of the obligation and, therefore, carry greater investment risk, including the possibility of issuer default and bankruptcy and increased market price volatility. Such lower-rated securities are commonly referred to as junk bonds and are subject to a substantial degree of credit risk. Please see Appendix B of this SAI for a description of each rating category of Moody's, S&P Global Ratings, Fitch and Dominion.
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. 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.
The iShares J.P. Morgan EM Corporate Bond ETF and iShares US & Intl High Yield Corp Bond ETF (the No-Action Letter Funds) may also have investments in underlying funds (and such underlying funds themselves may invest in underlying funds) not advised by BFA (the term underlying fund for purposes of the no-action letter referenced below may include, but is not limited to, certain securitized vehicles, mortgage or international real estate investment trusts (REITs), business development companies, and investment companies that may invest in CFTC Derivatives or in any of the foregoing), and therefore may be viewed by the CFTC as commodity pools. BFA may not have transparency into the holdings of these underlying funds because they are not advised by BFA. To address this issue of lack of transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in such underlying funds and that would otherwise have filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay registration as a commodity pool operator until six months from the date on which the CFTC issues additional guidance on the treatment of CFTC Derivatives held by
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underlying funds. BFA, the adviser of the No-Action Letter Funds, has filed a claim with the CFTC for the Funds to rely on this no-action relief. Accordingly, BFA is not currently subject to registration or regulation as a commodity pool operator under the CEA in respect of the Funds.
Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to regulation under the 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 a Fund of trading these instruments and, as a result, may affect returns to investors in a Fund.
Rule 18f-4 under the Investment Company Act permits a 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 Funds, 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 a 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 a 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 a 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 a 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 a 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).
Repurchase Agreements.A repurchase agreement is an instrument under which the purchaser (i.e., a Fund) acquires a security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price, thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by a Fund but only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the seller, the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.
In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within seven days.
Repurchase agreements pose certain risks for a Fund that utilizes them. Such risks are not unique to the Funds, but are inherent in repurchase agreements. Each Fund seeks to minimize such risks, but because of the inherent legal uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with a longer
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maturity may be subject to greater price fluctuations than higher quality collateral and collateral with a shorter maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (i.e., the position a Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a Fund would be at risk of losing some or all of the principal and income involved in the transaction.
Reverse Repurchase Agreements.Reverse repurchase agreements involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a Fund through reverse repurchase agreements may be invested in additional securities.
Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that a Fund either (i) complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or (ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See Regulation Regarding Derivatives above.)
Securities of Investment Companies. Each 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. Other investment companies in which a 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 a 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).
Short-Term Instruments and Temporary Investments. Each Fund may invest in short-term instruments, including variable rate demand notes, short-term municipal securities, short-term municipal money market funds and 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.
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Sovereign and Quasi-Sovereign Obligations. Certain of the Funds may invest in sovereign and quasi-sovereign obligations. An investment in sovereign debt obligations involves special risks not present in corporate debt obligations. Sovereign debt includes securities issued or guaranteed by a foreign sovereign government. Quasi-sovereign debt includes securities issued or guaranteed by an entity affiliated with or backed by a sovereign government. The issuer of the sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a Fund may have limited recourse in the event of a default. Similar to other issuers, changes to the financial condition or credit rating of a non-U.S. government may cause the value of a sovereign debt to decline. During periods of economic uncertainty, the market prices of sovereign debt obligations may be more volatile than prices of U.S. debt obligations, which may affect a Fund's NAV. In the past, certain emerging market countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts. Several sovereign issuers have experienced volatility and adverse trends due to concerns about rising government debt levels, including Greece, Ireland, Italy, Portugal and Spain. In the past, sovereign issuers have also defaulted on their debt obligations, including Russia, Argentina, Indonesia and Uruguay.
A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its non-U.S. currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor's policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrears on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such debtor's ability or willingness to service its debts. Quasi-sovereign debt obligations are typically less liquid and less standardized than government debt.
Swap Agreements.Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with a Fund receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis.
Certain of the Funds may enter into swap agreements, including currency swaps, interest rate swaps and index swaps. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.
U.S.-Registered and Restricted Securities of Non-U.S. Issuers. The Fund (other than the iShares International High Yield Bond ETF and iShares J.P. Morgan EM Local Currency Bond ETF) may invest in U.S.-registered, U.S. dollar-denominated bonds of non-U.S. governments, agencies, supranational entities and corporate issuers. Investing in U.S.-registered, U.S. dollar-denominated bonds issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability, which could affect U.S. investments in foreign countries; and potential restrictions of the flow of international capital. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. In addition, the risk that the issuer may fail to meet its obligations on these securities may be affected by fluctuations in non-U.S. currency exchange rates between the issuer's local currency and the U.S. dollar. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product (GDP), rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
Future Developments. The Board may, in the future, authorize each Fund to invest in securities contracts and investments other than those listed in this SAI and in the applicable Prospectus, provided they are consistent with each Fund's investment objective and do not violate any investment restrictions or policies.
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General Considerations and Risks
A discussion of some of the principal risks associated with an investment in a Fund is contained in each Fund's Prospectus. An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of bonds 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.
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Funds may call or repay the security before its stated maturity, and a Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of securities, cash and other assets by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to the standards of care of their local markets, and thus may be subject to limited or no government oversight. Communications between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. In general, the less developed a country’s securities market is, the greater the likelihood of custody problems. Practices in relation to the settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because of the use of brokers and counterparties that are often less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence or undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being lost. In addition, the laws of certain countries may put limits on a Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing goes bankrupt. A Fund would absorb any loss resulting from such custody problems and may have no successful claim for compensation.
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.
Issuer Insolvency Risk.Each Fund's potential exposure to financially or operationally troubled issuers involves a high degree of credit and market risk, which may be heightened during an economic downturn or recession. Should an issuer of securities held by a Fund become involved in a bankruptcy proceeding, reorganization or financial restructuring, a wide variety of considerations make an evaluation of the outcome of a Fund’s exposure to the issuer uncertain.
During the period of a bankruptcy proceeding, reorganization or financial restructuring, it is unlikely that each Fund will receive any interest payments on the securities of the issuer. Each Fund will be subject to significant uncertainty as to whether the reorganization or restructuring will be completed, and each Fund may bear certain extraordinary expenses to protect and recover its investment. Each Fund will also be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the securities of the issuer held by each Fund will eventually be satisfied. Even if a plan of reorganization or restructuring is adopted with respect to the securities of the issuer held by each Fund, there can be no assurance that the securities or other assets received by each Fund in connection with such plan of reorganization or restructuring will not have a lower value or income potential than may have been anticipated or no value. A Fund may be unable to enforce its claims or rights in any collateral or may have its claims or security interest in any collateral challenged, disallowed or subordinated to the claims or security interests of other creditors. In addition, amendments to the
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U.S. Bankruptcy Code or other relevant laws could alter the expected outcome or introduce greater uncertainty regarding the outcome of each Fund's securities holdings in the issuer. In a bankruptcy proceeding, a reorganization or restructuring, the securities of the issuer held by each Fund could be re-characterized, or each Fund may receive different securities or other assets, including equity securities. These types of equity securities include, but are not limited to: common stock; preferred stock (including convertible preferred stock); bonds, notes and debentures convertible into common or preferred stock; stock purchase warrants and rights; equity interests in trusts; and depositary receipts. Equity securities are subject to changes in value, and their value may be more volatile than those of other asset classes. Holders of equity securities are subject to more risk than holders of debt securities because the status of equity holders is subordinate to debtholders in an issuer's capital structure. The value of equity securities received by each Fund could decline if the financial condition of the issuer deteriorates or if overall market and economic conditions, or conditions within the issuer’s region or industry, deteriorate. Equity securities received by a Fund through a bankruptcy proceeding, reorganization or restructuring of an issuer would not be component securities of a Fund’s Underlying Index, which could subject a Fund to additional tracking error risk.
To the extent that each Fund receives other assets in connection with a bankruptcy proceeding, reorganization or financial restructuring, each Fund may also be subject to additional risks associated with the assets received. One example of assets that each Fund could receive is an interest in one or more loans made to the issuer as part of a workout agreed to by a consortium of lienholders and creditors of the issuer. A Fund may receive such interests in loans to the extent permitted by the 1940 Act.
Securities or other assets received in a reorganization or restructuring typically entail a higher degree of risk than investments in securities of issuers that have not undergone a reorganization or restructuring and may be subject to heavy selling or downward pricing pressure after completion of the reorganization or restructuring. The post-reorganization/restructuring assets and securities may also be illiquid and difficult to sell or value. If each Fund participates in negotiations with respect to a plan of reorganization or restructuring with respect to securities of the issuer held by each Fund, each Fund also may be restricted from disposing such securities for a period of time. If each Fund becomes involved in such proceedings, each Fund may have more active participation in the affairs of the issuer than that assumed generally by an investor.
Money Market Instruments Risk. A 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 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. 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 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 service providers to identify all of the operational risks that may affect a Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects.
Quasi-Sovereign Obligations Risk. The iShares J.P. Morgan EM Corporate Bond ETF and iShares J.P. Morgan EM High Yield Bond ETF may invest in quasi-sovereign debt obligations. An investment in quasi-sovereign debt obligations involves special risks generally not present in corporate debt obligations. Quasi-sovereign debt includes investments in securities issued or guaranteed by an entity affiliated with or backed by a sovereign government. Generally, quasi-sovereign debt obligations are issued by companies in which a government owns a majority of the issuer’s voting shares. They are often considered strategically important to the sovereign entity but do not legally carry sovereign status for purposes of debt repayment. While certain quasi-sovereign debt issuers have received sovereign government support in the past, such past support is not a guarantee that it will continue in the future. In fact, in the past certain quasi-sovereign debt issuers have pushed their creditors toward debt restructuring, rather than meeting their payment obligations. Quasi-sovereign debt obligations are typically less liquid and less standardized than sovereign debt obligations.
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Reference Rate Replacement Risk. A 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 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. 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 may have instruments linked to other interbank offered rates that may also cease to be published in the future.
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). Each Fund may invest in variable rate demand notes and obligations and tender option bonds, which may be considered 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 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.
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. Furthermore, because, by definition, futures contracts project price levels in the future and not current levels of valuation, market circumstances may result in a discrepancy between the price of the bond index future and the movement in the relevant Underlying Index. 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 bond index futures contracts) is potentially unlimited. Each Fund does 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. Each Fund, however, intends to utilize futures and options contracts in a manner designed to limit its risk exposure to levels comparable to a direct investment in the types of bonds in which it invest.
Utilization of futures and options on futures by a Fund involves the risk of imperfect or even negative correlation to its Underlying Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures
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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.
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.
Risk of Investing in Non-U.S. Agency Debt Securities. Uncollateralized bonds issued by agencies, subdivisions or instrumentalities of foreign governments are generally backed only by the creditworthiness and reputation of the entities issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to actually provide that support. If a non-U.S. agency is unable to meet its obligations, the performance of a Fund will be adversely impacted. A non-U.S. agency’s operations and financial condition are influenced by the foreign government’s economic and other policies. Changes to the financial condition or credit rating of a foreign government may cause the value of debt issued by that particular foreign government’s agencies, subdivisions or instrumentalities to decline. During periods of economic uncertainty, the trading of non-U.S. agency bonds may be less liquid while market prices may be more volatile than prices of U.S. agency bonds. Additional risks associated with non-U.S. agency investing include differences in accounting, auditing and financial reporting standards, adverse changes in investment or exchange control regulations, political instability, which could affect U.S. investments in foreign countries and cause restrictions on the flow of international capital.
Risk of Investing in Non-U.S. Debt Securities. Non-U.S. debt securities are traded on foreign exchanges and OTC in the respective countries covered by a Fund. The risks of investing in non-U.S. debt securities typically include market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in bond prices. Investing in a fund whose portfolio contains securities of non-U.S. issuers involves certain risks and considerations not typically associated with investing in the securities of U.S. issuers. These risks include securities markets that may lack sufficient liquidity or may be less efficient; generally greater price volatility; less publicly available information about issuers; the imposition of withholding or other taxes; the imposition of restrictions on the expatriation of funds or other assets of a Fund; higher transaction and custody costs; delays and risks attendant in settlement procedures; difficulties in enforcing contractual obligations; lower liquidity and significantly smaller market capitalization of most non-U.S. securities markets; different accounting and disclosure standards; lower levels of regulation of the securities markets; more substantial government interference with the economy; higher rates of inflation; greater social, economic, and political uncertainty; the risk of nationalization or expropriation of assets; and different bankruptcy and insolvency regimes which may stay or prevent recovery in the event of an issuer’s default.
Risk of Investing in Africa.Investments in securities of issuers in certain African countries involve heightened risks including, among others, expropriation and/or nationalization of assets, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision-making, armed conflict, civil war, and social instability as a result of religious, ethnic and/or socio-economic unrest or widespread outbreaks of disease and, in certain countries, genocidal warfare.
Certain countries in Africa generally have less developed capital markets than traditional emerging market countries, and, consequently, the risks of investing in foreign securities are magnified in such countries. Because securities markets of countries in Africa are generally underdeveloped and are generally less correlated to global economic cycles than those markets located in more developed countries, securities markets in African countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and uncertainty regarding the existence of trading markets. Moreover, trading on African securities markets may be suspended altogether.
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Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in certain countries in Africa may be fewer in number and less established than brokerage firms in more developed markets. Since a Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund (i.e., counterparty risk). This risk is magnified to the extent that a Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms.
Certain governments in African countries restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. Moreover, certain countries in Africa require governmental approval or special licenses prior to investment by foreign investors and may limit the amount of investment by foreign investors in a particular industry and/or issuer, and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domestic investors of the countries and/or impose additional taxes on foreign investors. A delay in obtaining a government approval or a license would delay investments in a particular country, and, as a result, a Fund may not be able to invest in certain securities while approval is pending. The government of a particular country may also withdraw or decline to renew a license that enables a Fund to invest in such country. These factors make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries, and any one of these factors could cause a decline in the value of a Fund's investments. Issuers located or operating in countries in Africa are generally not subject to the same rules and regulations as issuers located or operating in more developed countries. Therefore, there may be less financial and other information publicly available with regard to issuers located or operating in countries in Africa and such issuers are generally not subject to the uniform accounting, auditing and financial reporting standards applicable to issuers located or operating in more developed countries.
In addition, governments of certain countries in Africa in which a Fund may invest may levy withholding or other taxes on income such as dividends, interest and realized capital gains. Although in certain countries in Africa a portion of these taxes are recoverable, the non-recovered portion of foreign withholding taxes will reduce the income received from investments in such countries.
Investment in countries in Africa may be subject to a greater degree of risk associated with governmental approval in connection with the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, there is the risk that if an African country’s balance of payments declines, such African country may impose temporary restrictions on foreign capital remittances. Consequently, a Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Additionally, investments in countries in Africa may require a Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to a Fund.
Securities laws in many countries in Africa are relatively new and unsettled and, consequently, there is a risk of rapid and unpredictable change in laws regarding foreign investment, securities regulation, title to securities and shareholder rights. Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, there may be no single centralized securities exchange on which securities are traded in certain countries in Africa and the systems of corporate governance to which issuers located in countries in Africa are subject may be less advanced than those systems to which issuers located in more developed countries are subject, and, therefore, shareholders of issuers located in such countries may not receive many of the protections available to shareholders of issuers located in more developed countries. Even in circumstances where adequate laws and shareholder rights exist, it may not be possible to obtain swift and equitable enforcement of the law. In addition, the enforcement of systems of taxation at federal, regional and local levels in countries in Africa may be inconsistent and subject to sudden change.
Certain countries in Africa may be heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. Certain countries in Africa depend to a significant extent upon exports of primary commodities such as gold, silver, copper and diamonds. These countries therefore are vulnerable to changes in commodity prices, which may be affected by a variety of factors. In addition, certain issuers located in countries in Africa in which a Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations, and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is
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identified as an issuer which operates in, or has dealings with, such countries. A Fund, as an investor in such issuers, will be indirectly subject to those risks.
The governments of certain countries in Africa may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in such countries, which could have a negative impact on private sector companies. There is also the possibility of diplomatic developments that could adversely affect investments in certain countries in Africa. Some countries in Africa may be affected by a greater degree of public corruption and crime, including organized crime.
Political instability and protests in North Africa and the Middle East have caused and may in the future cause significant disruptions to many industries. In addition, the outbreak of Ebola in Western Africa severely challenged health care industries in those countries and adversely impacted the region’s economy due to quarantines and disruptions of trade, which has further increased instability in the region. This instability has demonstrated that political and social unrest can spread quickly through the region, and that developments in one country can influence the political events in neighboring countries. Some protests have turned violent, and civil war and political reconstruction in certain countries such as Libya, Iraq and Syria pose a risk to investments in the region. Continued political and social unrest in these regions, including the ongoing warfare and terrorist activities in the Middle East and Africa, may negatively affect the value of an investment in a Fund.
Risk of Investing in Asia. Investments in securities of issuers in certain Asian countries involve risks not typically associated with investments in securities of issuers in other regions. Such heightened risksinclude, among others, expropriation and/or nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision-making, armed conflict and social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance that these rates of economic growth and industrialization will be maintained.
Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability. These countries have faced political and military unrest, and further unrest could present a risk to their local economies and securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on the entire Asian region. Certain Asian countries have also developed increasingly strained relationships with the U.S., and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. Political, religious, and border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect the performance of investments in this region.
Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their respective countries and may own or control many companies. Future government actions could have a significant effect on the economic conditions in this region, which in turn could have a negative impact on private sector companies. There is also the possibility of diplomatic developments adversely affecting investments in the region.
Corruption and the perceived lack of a rule of law in dealings with international companies in certain Asian countries may discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking sectors.
Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly, they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand for these products. The market for securities in this region may also be directly influenced by the flow of international capital, and by the economic and market conditions of neighboring countries. China is a key trading partner of many Asian countries and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Adverse economic conditions or developments in neighboring countries may increase investors' perception of the risk of investing in the region as a whole, which may adversely impact the market value of the securities issued by companies in the region.
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Risk of Investing in Central and South America. The economies of certain Central and South American countries have experienced high interest rates, economic volatility, inflation, currency devaluations, government defaults, high unemployment rates and political instability which can adversely affect issuers in these countries. In addition, commodities (such as oil, gas and minerals) represent a significant percentage of exports for the regions and many economies in these regions are particularly sensitive to fluctuations in commodity prices. Adverse economic events in one country may have a significant adverse effect on other countries of these regions.
The governments of certain countries in Central and South America may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in such countries, which could have a negative impact on the securities in which the Fund invests. Diplomatic developments may also adversely affect investments in certain countries in Central and South America. Some countries in Central and South America may be affected by public corruption and crime, including organized crime.
Certain countries in Central and South America may be heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. In addition, certain issuers located in countries in Central and South America in which the Fund invests may be the subject of sanctions (for example, the U.S. has imposed sanctions on certain Venezuelan individuals, corporate entities and the Venezuelan government) or have dealings with countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. An issuer may sustain damage to its reputation if it is identified as an issuer that has dealings with such countries. The Fund may be adversely affected if it invests in such issuers.
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) involve a high degree of risk and special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include, among others, an authoritarian government, popular unrest associated with demands for improved political, economic and social conditions, the impact of regional conflict on the economy and hostile relations with neighboring countries.
Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes with Tibet and the Xinjiang region. Since 1997, there have been tensions between the Chinese government and many people in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal, and social framework. Recent protests and unrest have increased tensions even further. Due to the interconnected nature of the Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion. Taiwan-based companies and individuals are significant investors in China. Military conflict between China and Taiwan may adversely affect securities of Chinese issuers. In addition, China has strained international relations with Japan, India, Russia and other neighbors due to territorial disputes, historical animosities and other defense concerns. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which a Fund invests. China could be affected by military events on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese market and may adversely affect the performance of the Chinese economy.
The Chinese government has implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese government still exercises substantial influence over many aspects of the private sector and may own or control many companies. Chinese issuers, such as those in the financial services or technology sectors, and potentially other sectors in the future, are subject to the risk that Chinese authorities can intervene in their operations and structure. The Chinese government continues to maintain a major role in economic policymaking, and investing in China involves risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments, trading of securities of Chinese issuers and repatriation of capital invested.
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A Fund may invest in securities issued by variable interest entities (VIEs), which are subject to the investment risks associated with the underlying Chinese operating company. A VIE enters into service contracts and other contracts with the Chinese operating company, which provide the VIE with exposure to the company. Although the VIE has no equity ownership of the Chinese operating company, the contractual arrangements permit the VIE to consolidate the Chinese operating company into its financial statements. Intervention by the Chinese government with respect to VIEs could significantly affect the Chinese operating company’s performance and the enforceability of the VIE’s contractual arrangements with the Chinese company.
In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the U.S. Accordingly, Chinese issuers are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions and difficulty in interpreting and applying the relevant regulation.
There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Funds are not actively managed and do not select investments based on investor protection considerations.
While the Chinese economy has experienced past periods of rapid growth, there is no assurance that such growth rates will recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a negative effect on the economy and securities market. China’s economy is heavily dependent on export growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other trade barriers(including as a result of heightened trade tensions between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy and the companies in which a Fund invests. Certain Chinese companies (which may change from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. For example, certain foreign technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or cause market disruptions. The Underlying Index of a Fund may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of its Underlying Index.
The tax laws and regulations in the People’s Republic of China (PRC) are subject to change, including the issuance of authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of such laws by PRC tax authorities are not as consistent and transparent as those of more developed nations, and may vary over time and from region to region. The application and enforcement of PRC tax rules could have a significant adverse effect on the Fund and its investors, particularly in relation to capital gains withholding tax imposed upon non-residents. In addition, the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting standards and practice and those prepared in accordance with international accounting standards.
Risk of Investing in the China Bond Market. Certain Funds invest in the domestic bond market in the People’s Republic of China (China or the PRC) (the China Interbank Bond Market) through the northbound trading of Bond Connect. Bond Connect is an initiative launched in July 2017 for mutual bond market access between the PRC and Hong Kong, established by the China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS), China Central Depository & Clearing Co., Ltd (CCDC), Shanghai Clearing House (SCH), Hong Kong Exchanges and Clearing Limited (HKEX) and Central Moneymarkets Unit (CMU). The creation of Bond Connect allows investors to trade between the mainland China and Hong Kong markets electronically, which eliminates the need for investor status and quotas that were required under previous access models. Under the prevailing regulations in the PRC, eligible foreign investors are allowed to invest in the bonds circulated in the China Interbank Bond Market through Bond Connect. Eligible foreign investors may submit trade requests for bonds circulated in the China Interbank Bond Market through offshore electronic bond trading platforms (such
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as Tradeweb), which will in turn transmit their requests for quotation to CFETS. CFETS will send the requests for quotation to a number of approved onshore dealers (including market makers and others engaged in the market making business) in the PRC. The approved onshore dealer(s) will respond to the requests for quotation via CFETS and CFETS will send their responses to those eligible foreign investors through the same offshore electronic bond trading platforms. Once the eligible foreign investor accepts the quotation, the trade is concluded on CFETS.
The settlement and custody of bonds traded in the China Interbank Bond Market under Bond Connect will be effected through the settlement and custody link between CMU, as an offshore custody agent, and CCDC and SCH, as onshore custodians and clearing institutions in the PRC. Under the settlement link, CCDC or SCH will effect gross settlement of confirmed trades onshore and CMU will process bond settlement instructions from CMU members on behalf of eligible foreign investors in accordance with its relevant rules. Since the introduction in August 2018 of delivery versus payment (DVP) settlement in respect of Bond Connect, the movement of cash and securities is carried out simultaneously on a real-time basis. Pursuant to the prevailing regulations in the PRC, CMU, as the offshore custody agent recognized by the Hong Kong Monetary Authority, will open omnibus nominee accounts with the onshore custody agent recognized by the People’s Bank of China (i.e., CCDC and SCH). All bonds traded by eligible foreign investors through Bond Connect will be registered in the name of CMU, which will hold such bonds as a nominee owner. Therefore, a Fund will be exposed to custody risks with respect to CMU. In addition, as the relevant filings, registration with the People’s Bank of China, and account opening have to be carried out by third parties, including CMU, CCDC, SCH, and CFETS, a Fund is subject to the risks of default or errors and omissions on the part of such third parties and may have limited remedies or no legal recourse at all to cure such defaults, errors and omissions.
The precise nature and rights of a Fund as the beneficial owner of the bonds traded in the China Interbank Bond Market through CMU as nominee are relatively new and untested areas of PRC law. The definition of, and distinction between, legal ownership and beneficial ownership under PRC law differs from that in the U.S. and other developed market jurisdictions, there have been few cases involving a nominee account structure in the PRC courts and, as a result, the rights of beneficial owners are uncertain. The exact nature and methods of enforcement of the rights and interests of a Fund under PRC law are also uncertain.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds in the China Interbank Bond Market may result in prices of certain bonds to fluctuate significantly. A Fund investing in such market is therefore subject to liquidity and volatility risks. The bid-ask spreads of the prices of such securities may be large, and a Fund may therefore incur significant costs and may suffer losses when selling such investments. The bonds traded in the China Interbank Bond Market may be difficult or impossible to sell on a timely basis or at all, which may impact a Fund’s ability to acquire or dispose of such securities at their expected prices.
Investing in the China Interbank Bond Market through Bond Connect is also subject to regulatory risks. The relevant rules and regulations are subject to change, which may have potential retrospective effect, and there can be no assurance that Bond Connect or certain features or systems thereof will not be materially altered, suspended, discontinued or abolished. Furthermore, the securities regulation regimes and legal systems of the PRC and Hong Kong differ significantly and issues may arise based on these differences. In the event that the relevant authorities suspend account opening or trading on the China Interbank Bond Market, a Fund’s ability to invest in the China Interbank Bond Market will be adversely affected, limited, or curtailed altogether. In such event, a Fund’s ability to achieve its investment objective will be negatively affected and, after exhausting other trading alternatives, the Fund may suffer substantial losses as a result. Further, if Bond Connect is not operating, a Fund may not be able to acquire or dispose of bonds through Bond Connect in a timely manner, which could adversely affect the Fund’s performance.
Trading through Bond Connect is performed through newly developed trading platforms and operational systems. There is no assurance that such systems will function as expected or will continue to be adapted to changes and developments in the market. In the event that a relevant system does not function as expected, trading through Bond Connect may be disrupted. A Fund’s ability to trade through Bond Connect (and hence to pursue its investment strategy) may therefore be adversely affected. In addition, where a Fund invests in the China Interbank Bond Market through Bond Connect, it may be subject to risks of delays inherent in the order placing and/or settlement systems.
Bond Connect trades are settled in Chinese currency, the renminbi (RMB). This means that the Fund will be exposed to currency risk, and it cannot be guaranteed that investors will have timely access to a reliable supply of RMB. The RMB consists of an onshore RMB (CNY) and an offshore RMB (CNH). The CNY is the official currency of the PRC and is the
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currency of denomination for all financial transactions between individuals, the state and corporations in the PRC. Hong Kong is the first jurisdiction to allow for the accumulation of RMB deposits in the form of CNH outside the PRC. Since 2010, the CNH market is traded officially and regulated jointly by the Hong Kong Monetary Authority and the PBOC. While CNY and CNH are the same currency, they are traded in different and separate markets. Therefore, CNY and CNH can be subject to different liquidity constraints and market forces, meaning their valuations can vary. The RMB-denominated bonds included in the applicable Underlying Index use CNY as the base currency. As a result, to the extent that the Fund holds RMB-denominated instruments in CNH, it could be subject to tracking error and potential foreign exchange transaction costs associated with converting from CNH to CNY (and vice versa).
Under prevailing tax regulations, a 10% withholding tax is imposed on PRC-sourced dividends and interest from non-government bonds paid to the relevant Fund unless the rate is reduced under an applicable tax treaty. Value Added Tax (VAT) is levied on certain income derived by the relevant Fund, including interest income from nongovernment bonds and trading gains, unless specifically exempted by the PRC tax authorities. VAT exemptions currently apply to debt securities traded in the China Interbank Bond Market. On November 22, 2018, the PRC’s Ministry of Finance and State Administration of Taxation jointly issued Circular 108 providing foreign institutional investors with a temporary exemption from withholding income tax and VAT with respect to interest income derived from non-government bonds in the domestic bond market for the period from November 7, 2018 to November 6, 2021. On November 26, 2021, the PRC's Ministry of Finance and State Administration of Taxation jointly issued Circular 34 to extend the tax exemption period provided in Circular 108 to December 31, 2025. Circular 108 is silent on the PRC tax treatment with respect to non-government bond interest derived prior to November 7, 2018. There is a risk the PRC tax authorities may withdraw the temporary tax exemptions in the future and seek to collect withholding income tax and VAT on interest income from non-government bonds to a Fund without prior notice. If the tax exemptions are withdrawn, any taxes arising from or to a Fund may be directly borne by or indirectly passed on to the Fund, which may result in a substantial impact to its NAV. As with any NAV adjustment, investors may be advantaged or disadvantaged depending on when the investors purchased or sold shares of the relevant Fund. Any changes in PRC tax law, future clarifications thereof, and/or subsequent retroactive enforcement by the PRC tax authorities may result in a loss which could be material to the relevant Fund. BFA will keep the provisioning policy for tax liability under review and may, in its discretion from time to time, make a provision for potential tax liabilities if in its opinion such provision is warranted or as further publicly clarified by the PRC.
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 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 investments.
Risk of Investing in Eastern Europe. Investing in the securities of issuers located or operating in Eastern Europe is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Certain Eastern European countries have high public debt levels, significant underground economies, high unemployment
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and emigration of skilled workers. Such countries generally have a history of political instability, limited infrastructure and an inefficient public sector prone to endemic corruption. Political and economic reforms are too recent to establish a definite trend away from centrally planned economies and state-owned industries. In the past, some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled.
Many Eastern European countries continue to move toward market economies at different paces with different characteristics. Many Eastern European securities markets are generally underdeveloped with low, irregular trading volumes, dubious investor protections, and often a dearth of reliable corporate information. Eastern European securities markets are generally subject to less government supervision and regulation and may be less liquid and more volatile than securities markets in the U.S. or Western European countries. Legal institutions governing private and foreign investments and private property may be relatively nascent, inefficient, and unevenly enforced or inequitably enforced. Certain Eastern European governments may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in such countries, which could have a negative impact on a Fund’s investments. Information and transaction costs, differential taxes, and sometimes political or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor.
Eastern European economies may also be particularly susceptible to changes in the international credit markets due to their reliance on bank related inflows of capital. Changes to the economies of countries with substantial foreign direct investment in certain Eastern European countries may negatively affect the region’s economy. The economy of certain Eastern European countries may be adversely affected by global prices for manufactured goods or commodity price declines to the extent that a country relies on the export of such products.
Geopolitical events, including war, and other instability in certain Eastern European countries may cause uncertainty in the region’s financial markets and adversely affect the performance of the issuers to which a Fund has exposure. These markets may be particularly sensitive to social, political, economic, and currency events in Russia and may suffer heavy losses as a result of their trading and investment links to the Russian economy and currency. Russia has historically asserted its influence in the region using diplomatic, informational, military, and economic instruments of national power, as it did with Georgia in the summer of 2008 and Ukraine beginning in 2014, and most recently on February 24, 2022.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which a Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Risk of Investing in Emerging Markets. Investments in emerging market countries may be subject to greater risks than investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes; (iii) companies, custodians, clearinghouses, foreign exchanges and broker-dealers may be subject to less scrutiny and regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors and/or local governments may decide to suspend or limit an issuer's ability to make dividend or interest payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on standard payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) there may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the issuer over those of foreign parties; (ix) bankruptcy judgments may only be permitted to be paid in the local currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations
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of the securities; and (xi) lack of financial reporting on a regular basis, substandard disclosure and differences in accounting standards may make it difficult to ascertain the financial health of an issuer. The Funds are not actively managed and do not select investments based on investor protection considerations.
Emerging market securities markets are typically marked by a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in emerging market securities can be higher, sometimes significantly, than similar costs incurred in securities markets in developed countries. Although some emerging markets have become more established and tend to issue securities of higher credit quality, the markets for securities in other emerging market countries are in the earliest stages of their development, and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in emerging market countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of emerging market country securities may also affect a Fund's ability to accurately value its portfolio securities or to acquire or dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.
Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private property may be weak or non-existent. Sudden changes in governments may result in policies which are less favorable to investors such as policies designed to expropriate or nationalize sovereign assets. Certain emerging market countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no assurance that such expropriation will not occur in the future.
Investment in the securities markets of certain emerging market countries is restricted or controlled to varying degrees. These restrictions may limit a Fund's investment in certain emerging market countries and may increase the expenses of the Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer's outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the company available for purchase by nationals.
Many emerging market countries lack the social, political, and economic stability characteristic of the U.S. Political instability among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest, labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v) imposition of trade barriers.
A Fund's income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of the emerging market countries in which it invests, and treaties between the U.S. and such countries may not be available in some cases to reduce the otherwise applicable tax rates.
Emerging markets also have different clearance and settlement procedures, and in certain of these emerging markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions.
In the past, certain governments in emerging market countries have become overly reliant on the international capital markets and other forms of foreign credit to finance large public spending programs, which in the past have caused huge budget deficits. Often, interest payments have become too overwhelming for a government to meet, representing a large percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these funds for, among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by
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foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of borrowing, but their ability to borrow in the future as well.
Risk of Investing in Europe. Investing in European countries exposes a Fund to the economic and political risks associated with Europe in general and the specific European countries in which it invests. The economies and markets of European countries are often closely connected and interdependent, and events in one European country can have an adverse impact on other European countries. A Fund makes investments in securities of issuers that are domiciled in, have significant operations in, or that are listed on at least one securities exchange within member states of the European Union (the EU). A number of countries within the EU are also members of the Economic and Monetary Union (the eurozone) and have adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every country in Europe. Changes in import or export tariffs, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro and other currencies of certain EU countries which are not in the eurozone, the default or threat of default by an EU member state on its sovereign debt, and/or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and major trading partners outside Europe. Although certain European countries are not in the eurozone, many of these countries are obliged to meet the criteria for joining the eurozone.
Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain countries, without prior warning, can institute capital controls. Countries may use these controls to restrict volatile movements of capital entering and exiting their country. Such controls may negatively affect a Fund’s investments. A default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed above. In addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe, including countries that do not use the euro and non-EU member states. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching and could adversely impact the value of a Fund’s investments in the region.
The United Kingdom (the U.K.) left the EU (Brexit) on January 31, 2020. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact financial markets. The impact of these events is not clear but could be significant and far-reachingand could adversely affect the value and liquidity of a Fund's investments.
Russian Invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia's economy, Russian issuers of securities in which a Fund invests, or the
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economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Risk of Investing in Frontier Markets. Investments in frontier market countries may be subject to greater risks than investments in more developed countries. Frontier market countries are subject to similar risks as those of emerging market countries, but the risks are more pronounced in frontier market countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes; (iii) foreign exchanges and broker-dealers may be subject to less scrutiny and regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on U.S. dollar or euro payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in the local currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations of the securities; and (xi) lax financial reporting on a regular basis, substandard disclosure and differences in accounting standards may make it difficult to ascertain the financial health of an issuer.
Frontier market securities markets are typically marked by a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in frontier securities markets can be higher, sometimes significantly, than similar costs incurred in securities markets in developed countries. The markets for securities in certain frontier countries are in the earliest stages of their development, and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in frontier countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of frontier country securities may also affect a Fund's ability to accurately value its portfolio securities or to acquire or dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.
Many frontier market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private property may be weak or non-existent. Sudden changes in governments may result in policies which are less favorable to investors such as policies designed to expropriate or nationalize sovereign assets. Certain frontier market countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no assurance that such expropriation will not occur in the future.
Foreign investment in the securities markets of certain frontier countries is restricted or controlled to varying degrees. These restrictions may limit a Fund’s investment in certain frontier countries and may indirectly increase the expenses of the Fund. Certain frontier countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the company available for purchase by nationals.
Many frontier market countries lack the social, political, and economic stability characteristic of the U.S. and other developed countries. Political instability among frontier market countries can be common and may be caused by an uneven distribution of wealth, social unrest, labor strikes, civil wars, and religious oppression. Economic instability in frontier market countries may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v) imposition of trade barriers.
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A Fund’s income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of the frontier market countries in which it invests, and treaties between the U.S. and such countries may not be available in some cases to reduce the otherwise applicable tax rates.
Frontier markets also have different clearance and settlement procedures, and in certain of these frontier markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions.
In the past, governments within the frontier markets have become overly reliant on the international capital markets and other forms of foreign credit to finance large public spending programs, which in the past have caused huge budget deficits. Often, interest payments have become too overwhelming for a government to meet, representing a large percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these funds for, among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of borrowing, but their ability to borrow in the future as well.
Risk of Investing in the Middle East. Many Middle Eastern countries have little or no democratic tradition, and the political and legal systems in such countries may have an adverse impact on a Fund. Many economies in the Middle East are highly reliant on income from the sale of oil and natural gas or trade with countries involved in the sale of oil and natural gas, and their economies are therefore vulnerable to changes in the market for oil and natural gas and foreign currency values. As global demand for oil and natural gas fluctuates, many Middle Eastern economies may be significantly impacted.
In addition, many Middle Eastern governments have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, a Middle Eastern country’s government may own or control many companies, including some of the largest companies in the country. Accordingly, governmental actions in the future could have a significant effect on economic conditions in Middle Eastern countries. This could affect private sector companies and a Fund, as well as the value of securities in a Fund's portfolio.
Certain Middle Eastern markets are in the earliest stages of development. As a result, there may be a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Brokers in Middle Eastern countries typically are fewer in number and less capitalized than brokers in the U.S.
The legal systems in certain Middle Eastern countries also may have an adverse impact on a Fund. For example, the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation generally is limited to the amount of the shareholder’s investment. However, the notion of limited liability is less clear in certain Middle Eastern countries. A Fund therefore may be liable in certain Middle Eastern countries for the acts of a corporation in which it invests for an amount greater than its actual investment in that corporation. Similarly, the rights of investors in Middle Eastern issuers may be more limited than those of shareholders of a U.S. corporation. It may be difficult or impossible to obtain or enforce a legal judgment in a Middle Eastern country. Some Middle Eastern countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as a Fund. For example, certain countries may require governmental approval prior to investment by foreign persons or limit the amount of investment by foreign persons in a particular issuer. Certain Middle Eastern countries may also limit investment by foreign persons to only a specific class of securities of an issuer that may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals of the relevant Middle Eastern country.
The manner in which foreign investors may invest in companies in certain Middle Eastern countries, as well as limitations on those investments, may have an adverse impact on the operations of a Fund. For example, in certain of these countries, a Fund may be required to invest initially through a local broker or other entity and then have the shares that were purchased re-registered in the name of a Fund. Re-registration in some instances may not be possible on a timely basis. This may result in a delay during which a Fund may be denied certain of its rights as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may be instances where a Fund places a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation of the investment to foreign investors has already been filled and, consequently, a Fund may not be able to invest in the relevant company.
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Substantial limitations may exist in certain Middle Eastern countries with respect to a Fund’s ability to repatriate investment income or capital gains. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to a Fund of any restrictions on investment.
Certain Middle Eastern countries may be heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been and may continue to be adversely impacted by economic conditions in the countries with which they trade. In addition, certain issuers located in Middle Eastern countries in which a Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations, and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. A Fund, as an investor in such issuers, will be indirectly subject to those risks.
Certain Middle Eastern countries have strained relations with other Middle Eastern countries due to territorial disputes, historical animosities, international alliances, defense concerns or other reasons, which may adversely affect the economies of these Middle Eastern countries. Certain Middle Eastern countries experience significant unemployment, as well as widespread underemployment. There has also been a recent increase in recruitment efforts and an aggressive push for territorial control by terrorist groups in the region, which has led to an outbreak of warfare and hostilities. Warfare in Syria has spread to surrounding areas, including many portions of Iraq and Turkey. Such hostilities may continue into the future or may escalate at any time due to ethnic, racial, political, religious or ideological tensions between groups in the region or foreign intervention or lack of intervention, among other factors.
Risk of Investing in North America. A decrease in imports or exports, changes in trade regulations or an economic recession in any North American country can have a significant economic effect on the entire North American region and on some or all of the North American countries in which a Fund invests.
The U.S. is Canada's and Mexico's largest trading and investment partner. The Canadian and Mexican economies are significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade Agreement (NAFTA) in 1994 among Canada, the U.S. and Mexico, total merchandise trade among the three countries has increased. However, political developments including the implementation of tariffs by the U.S., and the renegotiation of NAFTA in the form of the United States-Mexico-Canada Agreement (USMCA), which replaced NAFTA on July 1, 2020, could negatively affect North America’s economic outlook and, as a result, the value of securities held by a Fund. Policy and legislative changes in one country may have a significant effect on North American markets generally, as well as on the value of certain securities held by a Fund.
Risk of Investing in Russia. Investing in the Russian securities market involves a high degree of risk and special considerations not typically associated with investing in the U.S. securities market, and should be considered highly speculative. Risks include: the absence of developed legal structures governing private and foreign investments and private property; the possibility of the loss of all or a substantial portion of a Fund’s assets invested in Russia as a result of expropriation; certain national policies which may restrict the Fund’s investment opportunities, including, without limitation, restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and potentially greater price volatility in, significantly smaller capitalization of, and relative illiquidity of, the Russian market. There can also be no assurance that a Fund’s investments in the Russian securities market would not be expropriated, nationalized or otherwise confiscated. In the event of the settlement of any such claims or such expropriation, nationalization or other confiscation, a Fund could lose its entire investment. In addition, it may be difficult and more costly to obtain and enforce a judgment in the Russian court system.
Russia may also be subject to a greater degree of economic, political and social instability than is the case in other developed countries. Such instability may result from, among other things, the following: (i) an authoritarian government or military involvement in political and economic decision-making, including changes in government through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations, including armed conflict, with neighboring countries; and (v) ethnic, religious and racial disaffection.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry products and oil and gas. Accordingly, it is strongly affected by international commodity prices and is particularly
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vulnerable to any weakening in global demand for these products. Any acts of terrorism or armed conflicts in Russia or internationally could have an adverse effect on the financial and commodities markets and the global economy. As Russia produces and exports large amounts of crude oil and gas, any acts of terrorism or armed conflict causing disruptions of Russian oil and gas exports could negatively affect the Russian economy and, thus, adversely affect the financial condition, results of operations or prospects of related companies. Current and future economic sanctions may also adversely affect the Russian oil, banking, mining, metals, rail, pipeline and gas sectors, among other sectors.
The Russian government may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in Russia, which could have a negative impact on private sector companies. There is also the possibility of diplomatic developments that could adversely affect investments in Russia. In recent years, the Russian government has begun to take bolder steps to re-assert its regional geopolitical influence (including military steps) and launched a large-scale invasion of Ukraine on February 24, 2022. Additionally, Russia is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Such steps have increased tensions between Russia and its neighbors and Western countries and may negatively affect economic growth. Actual and threatened responses by other nation-states to Russia’s alleged cyber activity may have an adverse impact on the Russian economy and the Russian issuers of securities in which a Fund invests. For example, the U.S. has added certain foreign technology companies to the U.S. Department of Commerce’s Bureau of Industry and Security’s Entity List, which is a list of companies believed to pose a national security risk to the U.S. Actions like these may have unanticipated and disruptive effects on the Russian economy.
Russian invasion of Ukraine. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which a Fund invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors across Europe and globally.
Russia Sanctions. Governments in the U.S. and many other countries (collectively, the Sanctioning Bodies) have imposed economic sanctions on certain Russian individuals, including politicians, and Russian corporate and banking entities, including banning Russia from global payments systems that facilitate cross-border payments. The Sanctioning Bodies, or others, could also institute broader sanctions on Russia. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets, impairing the ability of a Fund to buy, sell, receive or deliver those securities and/or assets. Recently, Russia has issued a number of countersanctions, some of which restrict the distribution of profits by limited liability companies (e.g., dividends), and prohibits Russian persons from entering into transactions with designated persons from unfriendly states as well as the export of raw materials or other products from Russia to certain sanctioned persons.
The sanctions against certain Russian issuers include prohibitions on transacting in or dealing in issuances of debt or equity of such issuers. Compliance with each of these sanctions has and may continue to impair the ability of a Fund to buy, sell, hold, receive or deliver the affected securities or other securities of such issuers. If it becomes impracticable or unlawful for a Fund to hold securities subject to, or otherwise affected by, sanctions (collectively, affected securities), or if deemed appropriate by BFA, a Fund may prohibit in-kind deposits of the affected securities in connection with creation transactions and instead require a cash deposit, which may also increase a Fund’s transaction costs. A Fund may also be legally required to freeze assets in a blocked account.
Sanctions have resulted in Russia taking counter measures or retaliatory actions, which has impaired the value and liquidity of Russian securities. These retaliatory measures include the immediate freeze of Russian assets held by a Fund. Due to such a freeze of these assets, including depositary receipts, a Fund may need to liquidate non-restricted assets in order to satisfy any Fund redemption orders. The liquidation of Fund assets during this time may also result in a Fund receiving substantially lower prices for its securities. Russia may implement additional retaliatory measures, which may further impair the value and liquidity of Russian securities and the ability of the Fund to receive dividend payments. Recently, Russia has issued a number
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of countersanctions, some of which restrict the distribution of profits by limited liability companies (e.g., dividends), and prohibits Russian persons from entering into transactions with designated persons from unfriendly states as well as the export of raw materials or other products from Russia to certain sanctioned persons. Russian companies may be unable to pay dividends and, if they pay dividends, the Fund may be unable to receive them.
These sanctions, the decision by Russia to suspend trading on the Moscow Exchange (MOEX) and prohibit non-resident investors from executing security sales, and other events have led to changes in the Fund's Underlying Index. The Fund’s Index Provider has removed Russian securities from the Underlying Index. To the extent that the Fund rebalances its portfolio and trades in non-Russian securities to seek to track the investment results of the Underlying Index, this may result in transaction costs and increased tracking error. The Fund is currently restricted from trading in Russian securities, including those in its portfolio, while the Underlying Index has removed Russian securities. This disparity will also lead to increased tracking error. The inability of the Fund to trade in Russian securities may adversely affect the Fund’s ability to meet its investment objective. It is unknown when, or if, sanctions may be lifted or the Fund’s ability to trade in Russian securities will resume.
Also, if an affected security is included in a Fund’s Underlying Index, a Fund may, where practicable, seek to eliminate its holdings of the affected security by employing or augmenting its representative sampling strategy to seek to track the investment results of its Underlying Index. The use of (or increased use of) a representative sampling strategy may increase a Fund’s tracking error risk. If the affected securities constitute a significant percentage of the Underlying Index, a Fund may not be able to effectively implement a representative sampling strategy, which may result in significant tracking error between a Fund’s performance and the performance of its Underlying Index.
Risk of Investing in Saudi Arabia. Certain of the Funds' Underlying Indexes include Saudi Arabian securities. The ability of foreign investors (such as the Funds) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. In addition, the Capital Market Authority (CMA) places investment limitations on the ownership of the securities of Saudi Arabian issuers by foreign investors, including a limitation on a Fund’s ownership of the securities of any single issuer listed on the Saudi Arabian Stock Exchange, which may prevent a Fund from investing in accordance with its strategy and contribute to tracking error against the Underlying Index. These restrictions may be changed or new restrictions, such as licensing requirements, special approvals or additional foreign taxes, may be instituted at any time. A Fund may not be able to obtain or maintain any such licenses or approvals and may not be able to buy and sell securities at full value. Major disruptions or regulatory changes could occur in the Saudi Arabian market, any of which could negatively impact a Fund. These risks may be exacerbated, compared to more developed markets, given the limited history of foreign investment in the Saudi Arabian market. Investments in Saudi Arabia may also be subject to loss due to expropriation or nationalization of assets and property or the imposition of restrictions on additional foreign investments and repatriation of capital. Such heightened risks may include, among others, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. Saudi Arabia has privatized, or has begun the process of privatizing, certain entities and industries. Newly privatized companies may face strong competition from government-sponsored competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or changing regulatory and legal standards or, in some cases, due to re-nationalization of such privatized entities. There is no assurance that similar losses will not recur. Further, under income tax laws imposed by the General Authority of Zakat and Tax, dividends paid by a Saudi Arabian company to foreign stockholders are generally subject to a 5% withholding tax (different tax rates may apply pursuant to an applicable treaty). Saudi Arabia is highly reliant on income from the sale of petroleum and trade with other countries involved in the sale of petroleum, and its economy is therefore vulnerable to changes in foreign currency values and the market for petroleum, as well as acts targeting petroleum production or processing facilities in Saudi Arabia. As global demand for petroleum fluctuates, Saudi Arabia may be significantly impacted. In the recent past, the Saudi Arabian government has explored privatization and diversification of the economy in the wake of a diminished petroleum market.
Like most Middle Eastern governments, the government of Saudi Arabia exercises substantial influence over many aspects of the private sector. Although liberalization in the wider economy is underway, in many areas it has lagged significantly: restrictions on foreign ownership persist, and the government has an ownership stake in many key industries. The situation is exacerbated by the fact that Saudi Arabia is governed by an absolute monarchy. Saudi Arabia has historically experienced strained relations with economic partners worldwide, including other countries in the Middle East, due to geopolitical events.
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Incidents involving a Middle Eastern country’s or the region’s security, including terrorism, may cause uncertainty in their markets and may adversely affect its economy and a Fund’s investments.
Governmental actions in the future could have a significant effect on economic conditions in Saudi Arabia, which could affect private sector companies and a Fund, as well as the value of securities in a Fund’s portfolio. Any economic sanctions on Saudi Arabian individuals or Saudi Arabian corporate entities, or even the threat of sanctions, may result in the decline of the value and liquidity of Saudi Arabian securities, a weakening of the Saudi riyal or other adverse consequences to the Saudi Arabian economy. Any sanctions could also result in the immediate freeze of Saudi Arabian securities and/or funds investing in prohibited assets, impairing the ability of a Fund to buy, sell, receive or deliver those securities and/or assets. In addition, Saudi Arabia’s economy relies heavily on cheap, foreign labor, and changes in the availability of this labor supply could have an adverse effect on the economy.
The securities markets in Saudi Arabia may not be as developed as those in other countries. As a result, securities markets in Saudi Arabia are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Shares of certain Saudi Arabian companies tend to trade less frequently than those of companies on exchanges in more developed markets. Such infrequent trading may adversely affect the pricing of these securities and a Fund’s ability to sell these securities in the future.
Although the political situation in Saudi Arabia is largely stable, Saudi Arabia has historically experienced political instability, and there remains the possibility that the stability will not hold in the future or that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia. Instability may be caused by military developments, government interventions in the marketplace, terrorism, extremist attitudes, attempted social or political reforms, religious differences, or other factors. Additionally, anti-Western views held by certain groups in the Middle East may influence government policies regarding foreign investment. Further developments in U.S. relations with Saudi Arabia and other Middle-Eastern countries may affect these attitudes and policies. The U.S. is a significant trading partner of, or foreign investor in, Saudi Arabia. As a result, economic conditions of Saudi Arabia may be particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material adverse effect on the economic conditions of Saudi Arabia and, as a result, securities to which a Fund has exposure. Political instability in North Africa and the larger Middle East region has caused significant disruptions to many industries. Continued political and social unrest in these areas may negatively affect the value of securities in a Fund’s portfolio.
Certain issuers located in Saudi Arabia may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. A Fund, as an investor in such issuers, will be indirectly subject to those risks.
Risk of Investing in the Basic Materials Industry. Issuers in the basic materials industry could be adversely affected by commodity price volatility, inflation, exchange rate fluctuations, social and political unrest, import controls and increased competition. Companies in the basic materials industry may be subject to swift fluctuations in supply and demand. Fluctuations may be caused by events relating to political and economic developments, the environmental impact of basic materials operations, and the success of exploration projects. Production of industrial materials often exceeds demand as a result of over-building or economic downturns, leading to poor investment returns. Issuers in the basic materials industry are at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, delays in technical progress, labor relations, tax and government regulations related to changes to, among other things, energy and environmental policies.
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
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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 Goods Industry. Companies in the consumer goods industry include companies involved in the design, production or distribution of goods for consumers, including food, household, home, personal and office products, clothing and textiles. The success of the consumer goods industry is tied closely to the performance of the domestic and international economy, interest rates, exchange rates, competition, consumer confidence and consumer disposable income. The consumer goods industry may be affected by trends, marketing campaigns and other factors affecting consumer demand. Governmental regulation affecting the use of various food additives may affect the profitability of certain companies in the consumer goods industry. Moreover, international events may affect food and beverage companies that derive a substantial portion of their net income from foreign countries. In addition, tobacco companies may be adversely affected by new laws, regulations and litigation. Many consumer goods may be marketed globally, and consumer goods companies may be affected by the demand and market conditions in other countries and regions. Companies in the consumer goods industry may be subject to severe competition, which may also have an adverse impact on their profitability. Changes in demographics and consumer preferences may affect the success of consumer products.
Risk of Investing in the Consumer Services Industry. The success of firms in the consumer services industry and certain retailers (including food and beverage, general retailers, media, and travel and leisure) is tied closely to the performance of the domestic and international economy, interest rates, exchange rates, competition and consumer confidence. The consumer services industry depends heavily on disposable household income and consumer spending. Companies in the consumer services industry may be subject to severe competition, which may also have an adverse impact on their profitability. Companies in the consumer services industry are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. Changes in demographics and consumer preferences may affect the success of consumer service providers.
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 a Fund's portfolio becomes distressed, a 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, 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.
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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 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 a 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 a 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
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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 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. For example, commodity price
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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.
Risk of Investing in the Infrastructure Industry. Companies in the infrastructure industry may be subject to a variety of factors that could adversely affect their business or operations, including high interest costs in connection with capital construction programs, high degrees of leverage, costs associated with governmental, environmental and other regulations, the effects of economic slowdowns, increased competition from other providers of services, uncertainties concerning costs, the level of government spending on infrastructure projects, and other factors. Infrastructure companies may be adversely affected by commodity price volatility, changes in exchange rates, import controls, depletion of resources, technological developments, and labor relations. There is also the risk that corruption may negatively affect publicly funded infrastructure projects, especially in emerging markets, resulting in delays and cost overruns. Infrastructure issuers can be significantly affected by government spending policies because companies involved in this industry rely to a significant extent on U.S. and other government demand for their products.
Infrastructure companies in the oil and gas industry may be adversely affected by government regulation or world events in the regions where 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). Infrastructure companies may have significant capital investments in, or engage in transactions involving, emerging market countries, which may heighten these risks.
Operations Risk. The failure of an infrastructure company to carry adequate insurance or to operate its assets appropriately could lead to significant losses. Infrastructure may be adversely affected by environmental clean-up costs and catastrophic events such as earthquakes, hurricanes and terrorist acts.
Customer Risk. Infrastructure companies can be dependent upon a narrow customer base. Additionally, if these customers fail to pay their obligations, significant revenues could be lost and may not be replaceable.
Regulatory Risk. Infrastructure companies may be subject to significant regulation by various governmental authorities and also may be affected by regulation of rates charged to customers, service interruption due to environmental, operational or other events, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.
Strategic Asset Risk. Infrastructure companies may control significant strategic assets (e.g., major pipelines or highways), which are assets that have a national or regional profile, and may have monopolistic characteristics. Given their national or regional profile or irreplaceable nature, strategic assets could generate additional risk not common in other industry sectors and they may be targeted for terrorist acts or adverse political actions.
Interest Rate Risk. Rising interest rates could result in higher costs of capital for infrastructure companies, which could negatively impact their ability to meet payment obligations.
Leverage Risk. Infrastructure companies can be highly leveraged, which increases investments risk and other risks normally associated with debt financing and could adversely affect an infrastructure company's operations and market value in periods of rising interest rates.
Inflation Risk. Many infrastructure companies may have fixed income streams. Consequently, their market values may decline in times of higher inflation. Additionally, the prices that an infrastructure company is able to charge users of its assets may be linked to inflation, whether by government regulation, contractual arrangement or other factors. In this case, changes in the rate of inflation may affect the company's profitability.
Transportation Risk. The stock prices of companies in the transportation industry group are affected by both supply and demand for their specific product. Government regulation, world events and economic conditions may affect the performance of companies in the transportation industry group.
Oil and Gas Risk. The profitability of oil and gas companies is related to worldwide energy prices, exploration, and production spending.
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Utilities Risk. Utilities companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. The rates charged by regulated utility companies are subject to review and limitation by governmental regulatory commissions.
Risk of Investing in the Metals and Mining Industry. Certain of the Funds may invest in securities that are issued by and/or have exposure to, companies primarily involved in the metals and mining industry. Investments in metals and mining industry companies may be speculative and subject to greater price volatility than investments in other types of companies. The profitability of companies in the metals and mining industry is related to, among other things, worldwide metal prices, and extraction and production costs. Worldwide metal prices may fluctuate substantially over short periods of time, so a Fund’s investment in metals and mining industry companies may be more volatile than other types of investments. In addition, metals and mining companies may be significantly affected by changes in global demand for certain metals, economic developments, energy conservation, exchange rates, the success of exploration projects, interest rates, economic conditions, tax treatment, government regulation and intervention, and world events in the regions that the companies to which a Fund has exposure 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 and labor unrest). Metals and mining companies may also be subject to the effects of competitive pressures in the metals and mining industry.
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 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.
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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 commercial mortgage-backed securities 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.
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 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
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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 Telecommunications Sector. 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 experience 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. Finally, while all companies may be susceptible to network security breaches, certain companies in the telecommunications 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 Transportation Industry. Companies in the transportation industry may be adversely affected by changes in the economy, increases in fuel and operating costs, labor relations, technology developments, exchange rates, insurance costs, industry competition and government regulation. Companies in the transportation industry are also affected by severe weather events, mass casualty accidents or environmental catastrophes, acts of terrorism and other similar events that target or damage transportation infrastructure or vessels, war or risk of war, widespread disruption of technology systems and increasing equipment and operational costs. Such global or regional events and conditions may adversely affect the operations, financial condition and liquidity of companies in the transportation industry and cause insurance premiums to increase dramatically or result in insurance coverage becoming unavailable for certain business lines or assets. Securities of companies in the transportation industry are generally cyclical and occasionally subject to sharp price movements.
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. Federal legislation may facilitate the construction of electric transmission lines not only by public utilities but also by independent transmission developers, which could increase competition in the wholesale electricity markets. 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 a Fund's 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.
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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 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.
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Third-Party Service Providers: Certain portfolio holdings information may be disclosed to Fund Directors 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 requires a non-disclosure or confidentiality agreement and approval of the Company’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 Company’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.
Construction and Maintenance of the Underlying Index
Descriptions of the Underlying Indexes are provided below.
With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable index provider regarding their business interest in licensing an index to track a particular market segment and conveyed investment concepts and strategies that could be considered for the index. The index provider designed and constituted such indices using concepts conveyed by BFA or its affiliates. For certain of these indices, the relevant fund may be the first or sole user of the underlying index. In its sole discretion, the index provider determines the composition of the securities and other instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and other instruments in the underlying index, and any updates to the methodology. From time to time, BFA or its affiliates may also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s consultation process or pursuant to other communications with the index provider.
The J.P. Morgan Indexes
J.P. Morgan CEMBI Broad Diversified Core Index
Number of Components: approximately 1,172
Index Description. The J.P. Morgan CEMBI Broad Diversified Core Index is a modified market capitalization-weighted index designed to measure the performance of the U.S. dollar-denominated emerging market corporate bond market.
Index Methodology. The Underlying Index includes bonds issued by corporations based in Latin American, Eastern European, Middle Eastern/African, and Asian countries (excluding Japan).
Component Selection Criteria. Bonds are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer’s operating assets are located within emerging market economies. Individual securities of emerging market issuers that satisfy all of the following criteria will be eligible for inclusion in the Underlying Index: (i) they must be U.S. dollar-denominated bonds; (ii) they must have a minimum outstanding face value of $500 million or more; and (iii) they must have
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a minimum of 2.5 years to maturity or greater to enter the index and a remaining maturity of one year or greater at the time of rebalancing to remain in the Underlying Index. There are no ratings restrictions on either the individual bonds or the country of risk.
Index Maintenance. The Underlying Index is modified market capitalization weighted and is rebalanced on the last business day of each month. The modified market capitalization methodology is a hybrid between equal weighting and conventional capitalization weighting designed to promote portfolio weight diversification while retaining general attributes of capital weighting.
J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index
Number of Components: approximately 349
Index Description. The J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index measures the performance of local currency-denominated sovereign bond markets of emerging market countries.
Index Methodology. Eligible issuer countries must have gross national income (GNI) below the Index Income Ceiling (IIC) for three consecutive years or below the Index PPP Ratio (IPR) criterion established by the Index Provider for three consecutive years. J.P. Morgan defines IIC as the GNI per capita level that is adjusted every year by the growth rate of the World GNI per capita, provided by the World Bank annually. For the IPR, it is calculated from the one-year lagged GDP data available in IMF’s World Economic Outlook publication. The EM IPR threshold is an indexed number which mimics the changes to the World IPR.
Component Selection Criteria. Securities that satisfy all of the following defined criteria will be eligible for inclusion in the Underlying Index: (i) must have a minimum face amount outstanding of U.S. $1 billion equivalent for onshore local currency bonds and U.S. $500 million for global bonds (offshore currency linked bonds); and (ii) must have at least 2.5 years to maturity from the inclusion date and a remaining maturity of 6 months or greater at the time of rebalancing to remain eligible for the Underlying Index. Floating-rate issues, capitalization/amortizing bonds, and bonds with callable, puttable or convertible features are excluded from the Underlying Index.
Index Maintenance. The Underlying Index is a modified market capitalization weighted index and is rebalanced on the last weekday of the month. The modified market capitalization methodology is a hybrid between equal weighting and conventional capitalization weighting designed to promote portfolio weight diversification while retaining general attributes of capital weighting.
J.P. Morgan USD Emerging Markets High Yield Bond Index
Number of Components: approximately 659
Index Description. The J.P. Morgan USD Emerging Markets High Yield Bond Index tracks the performance of below investment-grade U.S. dollar-denominated, emerging market fixed and floating-rate debt securities issued by corporate, sovereign, and quasi-sovereign entities. The Underlying Index combines high yield securities in the established J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices with a market value based weighting. High yield bonds are also known as junk bonds.
An instrument is classified as high yield when the middle rating from Moody’s, S&P Global Ratings, and Fitch (each a Credit Rating Agency and collectively, the Credit Rating Agencies) is below investment-grade. When a credit rating is only available from two Credit Rating Agencies, the lower of the two must be below investment-grade. When only one Credit Rating Agency rates an instrument, that rating is used. All instruments included in the Underlying Index are selected according to rules-based inclusion criteria regarding amount outstanding, issuer type, and maturity, among others. The securities included in the Underlying Index are rebalanced on the last business day of each month.
Bonds are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer's operating assets are located within emerging market economies. Corporate instruments with a current face amount outstanding of $500 million or more and with at least 2.5 years until maturity are considered for inclusion. Corporate entities must be domiciled within Africa, Asia (excluding Japan), Eastern Europe, the Middle East, or Latin America. Sovereign and quasi-sovereign instruments with a current face amount outstanding of $1 billion or more and with at least 2.5 years until maturity are
40


considered for inclusion. Quasi-sovereign entities are defined by the Index Provider as an entity that is 100% guaranteed or 100% government owned. All eligible component securities may remain in the Underlying Index until one year before maturity.
In addition, sovereign and quasi-sovereign bonds are eligible for inclusion if the issuing country’s (1) gross national income per capita (GNI) is below the Index Income Ceiling (IIC) for three consecutive years or the Index Purchasing Power Parity Ratio (the IPR) is below the EM IPR threshold for three consecutive years and (2) country rating is below investment grade, as defined by the Index Provider. The Index Provider defines IIC as the GNI per capita level that is adjusted every year by the growth rate of the World GNI per capita, Atlas method (current US$), provided by the World Bank annually. The IPR is calculated by the Index Provider from the one-year lagged GDP data available in IMF’s World Economic Outlook publication. The EM IPR threshold is an indexed number which mimics the changes to the World IPR. The Index Provider may consider removal of countries from the Underlying Index if a country’s GNI per capita is above the IIC for three consecutive years and the country’s long term foreign currency sovereign credit rating (available from all three Credit Rating Agencies) is investment grade for three consecutive years.
The J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices employ a diversification methodology, as determined by the Index Provider, which limits the weights of those index countries with larger debt stock by only including a specified portion of such countries’ eligible current face amounts of debt outstanding. The methodology is designed to distribute the weights of issuers in each country within the J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices by limiting the weights of countries with higher debt outstanding and reallocating this excess to issuers in countries with lower debt outstanding.
As of October 31, 2023, the Underlying Index included issuers located in Angola, Argentina, Azerbaijan, Bahrain, Barbados, Bolivia, Brazil, Burkina Faso, Chile, China, Colombia, Costa Rica, Cote D’Ivoire, Czech Republic, the Dominican Republic, Ecuador, Egypt, El Salvador, Ethiopia, Ghana, Guatemala, Hong Kong, Hungary, India, Indonesia, Iraq, Israel, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Lebanon, Macau, Mexico, Moldova, Morocco, Nigeria, Oman, Pakistan, Panama, Papua New Guinea, Paraguay, Peru, the Philippines, Poland, Qatar, Saudi Arabia, Senegal, Serbia, Singapore, South Africa, South Korea, Sri Lanka, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, the Ukraine, the United Arab Emirates, Venezuela, Vietnam and Zambia.
The Markit iBoxx Indexes
Markit iBoxx Global Developed Markets ex-US High Yield Index
Number of Components: approximately 532
Index Description. The Markit iBoxx Global Developed Markets ex-US High Yield Index measures the performance of the global ex-U.S. dollar high yield corporate bond market. As of October 31, 2023, the Underlying Index is a rules-based index consisting of approximately 532 high yield corporate bonds denominated in euros, British pounds sterling and Canadian dollars. The Underlying Index seeks to maximize liquidity while maintaining representation of the broader global ex-U.S. dollar high yield corporate bond market.
Index Methodology. The Underlying Index is a subset of a broader high yield universe of sub-investment grade bonds. Bonds in the Underlying Index are selected from the universe of eligible bonds using defined rules. The bonds eligible for inclusion in the Underlying Index include corporate bonds that (i) are denominated in euros, British pounds sterling or Canadian dollars; (ii) are issued by companies domiciled in countries classified as developed markets by the index provider; (iii) have an average rating that is sub-investment grade based on ratings by Fitch, Moody’s and S&P Global Ratings; (iv) are bond issues with at least €250 million for euro-denominated bonds, £250 million for British pound sterling-denominated bonds and C$100 million for Canadian dollar-denominated bonds; (v) are from issuers with at least $1 billion face value of debt outstanding; (vi) have original maturity dates of less than 15 years; and (vii) have at least one year remaining to maturity.
Component Selection Criteria. Eligible bonds are chosen by applying the eligibility rules listed above. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no maximum number of bond issues per issuer eligible, but to avoid an over-concentration in any single issuer, the methodology caps single issuer exposure to no more than 3% of the index weight, calculated on the last business day of each month. The Underlying Index is updated monthly after the close of business on the last business day of each month.
41


Markit iBoxx Global Developed Markets High Yield Index
Number of Components: approximately 1,873
Index Description. The Markit iBoxx Global Developed Markets High Yield Index measures the performance of the global high yield corporate bond market. As of October 31, 2023, the Underlying Index is a rules-based index consisting of approximately 1,873 high yield corporate bonds denominated in U.S. dollars, euros, British pounds sterling and Canadian dollars. The Underlying Index seeks to maximize liquidity while maintaining representation of the broader global high yield corporate bond market.
Index Methodology. The Underlying Index is a subset of a broader high yield universe of sub-investment grade bonds. Bonds in the Underlying Index are selected from the universe of eligible bonds using defined rules. The bonds eligible for inclusion in the Underlying Index include corporate bonds that (i) are denominated in U.S. dollars, euros, British pounds sterling or Canadian dollars; (ii) are issued by companies domiciled in countries classified as developed markets by the index provider; (iii) have an average rating that is sub-investment grade based on ratings by Fitch, Moody’s and S&P Global Ratings; (iv) are from issuers with at least $1 billion of outstanding face value for U.S. dollar-denominated bonds; (v) are bond issues with at least $400 million of outstanding value for U.S. dollar-denominated bonds, €250 million for euro-denominated bonds, £250 million for British pound sterling-denominated bonds and C$100 million for Canadian dollar-denominated bonds; (vi) have original maturity dates of less than 15 years; and (vii) have at least one year remaining to maturity.
Component Selection Criteria. Eligible bonds are chosen by applying the eligibility rules listed above. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no maximum number of bond issues per eligible issuer, but to avoid an over-concentration in any single issuer, the methodology caps single issuer exposure to no more than 3% of the index weight, calculated on the last business day of each month. The Underlying Index is updated monthly after the close of business on the last business day of each month.
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 the 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 and its Underlying Index without shareholder approval.
Fundamental Investment Policies
Each of the iShares International High Yield Bond ETF, iShares J.P. Morgan EM Corporate Bond ETF, iShares J.P. Morgan EM High Yield Bond ETF and iShares US & Intl High Yield Corp Bond ETF will not:
1.
Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
2.
Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and (ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.
42


3.
Issue senior securities as defined in the 1940 Act and the rules, regulations and orders thereunder, except as permitted under the 1940 Act and the rules, regulation and orders thereunder.
4.
Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.
5.
Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including options on currencies to the extent consistent with the Fund’s investment objective and policies).
6.
Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.
The iShares J.P. Morgan EM Local Currency Bond ETF will not:
1.
Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
2.
Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and (ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.
3.
Issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by any regulatory authority having jurisdiction, from time to time.
4.
Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.
5.
Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including options on currencies to the extent consistent with the Fund’s investment objective and policies).
6.
Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.
Non-Fundamental Investment Policies
In addition to the investment restrictions adopted as fundamental policies, set forth above, each Fund has adopted a non-fundamental policy not to invest in the securities of a company for the purpose of exercising management or control, or purchase or otherwise acquire any illiquid investment, except as permitted under the 1940 Act, which currently limits each Fund’s holdings in illiquid investments to 15% of a Fund’s net assets. BFA monitors Fund holdings in illiquid investments pursuant to the Liquidity Program. Except with regard to the fundamental policy relating to senior securities set forth in (3) above for all Funds, if any percentage restriction described above is complied with at the time of an investment, a later increase or decrease in percentage resulting from a change in values of assets will not constitute a violation of such restriction.
Each Fund has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in component securities in each Fund's Underlying Index or in depositary receipts representing component securities of certain Underlying Indexes. Each Fund also has adopted a policy to provide its shareholders with at least 60
43


days’ prior written notice of any change in such policy. If, subsequent to an investment, an 80% requirement is no longer met, a Fund’s future investments will be made in a manner that will bring the Fund into compliance with this policy.
Each Fund has adopted a non-fundamental policy not to purchase securities of other investment companies, except to the extent permitted by the 1940 Act. As a matter of policy, however, a Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the fund of funds provisions) of the 1940 Act, at any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).
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
Directors 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 Director 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. Directors who are not interested persons (as defined in the 1940 Act) of the Company are referred to as independent directors (Independent Directors).
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 Director also serves as a Trustee of iShares Trust 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 403 funds as of March 1, 2024. With the exception of Robert S. Kapito, Dominik Rohé and Aaron Wasserman, the address of each Director and officer is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. The address of Mr. Kapito, Mr. Rohé and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information about the Funds' Directors 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).
44


Interested Directors
Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Other Directorships
Held by Director
Robert S. Kapito1
(1957)
Director
(since 2009).
President, 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); Trustee of iShares Trust (since
2009); Trustee of iShares U.S. ETF
Trust (since 2011).

1
Robert S. Kapito is deemed to be an interested person (as defined in the 1940 Act) of the Company due to his affiliations with BlackRock, Inc. and its affiliates.
Independent Directors
Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Other Directorships
Held by Director
John E. Kerrigan
(1955)
Director
(since 2005);
Independent Board
Chair
(since 2022).
Chief Investment Officer, Santa Clara
University (since 2002).
Trustee of iShares Trust (since 2005);
Trustee of iShares U.S. ETF Trust
(since 2011); Independent Board
Chair of iShares Trust and iShares
U.S. ETF Trust (since 2022).
Jane D. Carlin
(1956)
Director
(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).
Trustee of iShares Trust (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)
Director
(since 2017); Audit
Committee Chair
(since 2019).
Partner, KPMG LLP (2002-2016);
Director of One Generation Away
(since 2021).
Trustee of iShares Trust (since 2017);
Trustee of iShares U.S. ETF Trust
(since 2017).
45


Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Other Directorships
Held by Director
Cecilia H. Herbert
(1949)
Director
(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).
Trustee of iShares Trust (since 2005);
Trustee of iShares U.S. ETF Trust
(since 2011).
Drew E. Lawton
(1959)
Director
(since 2017); 15(c)
Committee Chair
(since 2017).
Senior Managing Director of New
York Life Insurance Company (2010-
2015).
Trustee of iShares Trust (since 2017);
Trustee of iShares U.S. ETF Trust
(since 2017); Director of Jackson
Financial Inc. (since 2021).
John E. Martinez
(1961)
Director
(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).
Trustee of iShares Trust (since 2003);
Trustee of iShares U.S. ETF Trust
(since 2011).
Madhav V. Rajan
(1964)
Director
(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).
Trustee of iShares Trust (since 2011);
Trustee of iShares U.S. ETF Trust
(since 2011).
46


Officers
Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Dominik Rohé
(1973)
President (since
2023).
Managing Director, BlackRock, Inc.
(since 2005); Head of Americas ETF
and Index Investments (since 2023);
Head of Latin America (2019-2023).
Trent Walker
(1974)
Treasurer and Chief
Financial Officer
(since 2020).
Managing Director of BlackRock, Inc.
(since September 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); Executive Vice
President of PIMCO (2016-2019);
Senior Vice President of PIMCO
(2008-2015); Treasurer (2013-2019)
and Assistant Treasurer (2007-2017)
of PIMCO Funds, PIMCO Variable
Insurance Trust, PIMCO ETF Trust,
PIMCO Equity Series, PIMCO Equity
Series VIT, PIMCO Managed
Accounts Trust, 2 PIMCO-sponsored
interval funds and 21 PIMCO-
sponsored closed-end funds.
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, BlackRock, Inc.
(since 2023); Director, BlackRock, Inc.
(2018-2022); Vice President,
BlackRock, Inc. (2010-2017).
Rachel Aguirre
(1982)
Executive Vice
President (since
2022).
Managing Director, BlackRock, Inc.
(since 2018); Director, BlackRock, Inc.
(2009-2018); Head of U.S. iShares
Product (since 2022); Head of EII U.S.
Product Engineering (since 2021);
Co-Head of EII’s Americas Portfolio
Engineering (2020-2021); Head of
Developed Markets Portfolio
Engineering (2016-2019).
47


Name (Year of Birth)
Position
Principal Occupation(s)
During the Past 5 Years
Jennifer Hsui
(1976)
Executive Vice
President (since
2022).
Managing Director, BlackRock, Inc.
(since 2009); Co-Head of Index
Equity (since 2022).
James Mauro
(1970)
Executive Vice
President (since
2021).
Managing Director, BlackRock, Inc.
(since 2010); Head of Fixed Income
Index Investments in the Americas
and Head of San Francisco Core
Portfolio Management (since 2020).
The Board has concluded that, based on each Director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director should serve as a Director of the Board. Among the attributes common to all Directors 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 Directors. A Director’s ability to perform his or her duties effectively may have been attained through the Director’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 Company (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 Director that led the Board to conclude that he or she should serve (or continue to serve) as a Director.
Robert S. Kapito has been a Director of the Company since 2009. Mr. Kapito has also served as a Trustee of iShares Trust 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 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.
John E. Kerrigan has been a Director of the Company since 2005 and Chair of the Company's Board since 2022. Mr. Kerrigan has also served as a Trustee of iShares Trust 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 Director of the Company since 2015 and Chair of the Risk Committee since 2016. Ms. Carlin has also served as a Trustee of iShares Trust 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
48


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 Director of the Company since 2017 and Chair of the Audit Committee of the Company since 2019. Mr. Fagnani has also served as a Trustee of iShares Trust 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 Company, iShares Trust and iShares U.S. ETF Trust from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, 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 Director of the Company since 2005 and Chair of the Equity Plus and Nominating and Governance Committees of the Company since 2022. Ms. Herbert has also served as a Trustee of iShares Trust since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Company'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 Director of the Company since 2017 and Chair of the 15(c) Committee of the Company since 2017. Mr. Lawton has also served as a Trustee of iShares Trust, 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 Company, iShares Trust 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 Director of the Company since 2003 and Chair of the Securities Lending Committee of the Company since 2019. Mr. Martinez has also served as a Trustee of iShares Trust 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
49


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 Director of the Company since 2011 and Chair of the Fixed Income Plus Committee of the Company since 2019. Mr. Rajan has also served as a Trustee of iShares Trust 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 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 Company’s charter. The Board is currently composed of nine members, seven of whom are Independent Directors. 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 Directors meet regularly outside the presence of management, in executive session or with other service providers to the Company.
The Board has appointed an Independent Director 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 Directors 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 Director. 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 Directors 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 Directors 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
50


eliminate all of the risks applicable to the Funds. The Directors 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 Company, 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 Company's compliance program, including assessments by independent third parties, and reports to the Board regarding compliance matters for the Company and its principal service providers. In testing and maintaining the compliance program, the Chief 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 Directors 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 Directors.The members of the Audit Committee are Richard L. Fagnani (Chair), Cecilia H. Herbert and Madhav V. Rajan, each of whom is an Independent Director. The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Company's accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the Company; (ii) in its oversight of the Company'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 Company'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 four times during the fiscal year ended October 31, 2023.
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 Director. The Nominating and Governance Committee nominates individuals for Independent Director 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 Director; (ii) recommending to the Board and current Independent Directors the nominee(s) for appointment as an Independent Director by the Board and current Independent Directors and/or for election as Independent Directors by shareholders to fill any vacancy for a position of Independent Director(s) on the Board; (iii) recommending to the Board and current Independent Directors the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current Independent Director to the Board and current Independent Directors 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 Directors for their services as Directors, 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 four times during the fiscal year ended October 31, 2023.
Each Independent Director 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 Company's advisory and sub-advisory agreements. These responsibilities include: (i) meeting with BlackRock, Inc. in advance of the Board meeting at which the Company'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 Company. The 15(c) Committee met two times during the fiscal year ended October 31, 2023.
51


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 Director. 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 Company'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 Company's securities lending activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual approval of the Company's Securities Lending Guidelines and the required findings with respect to, and annual approval of, the Company's agreement with the securities lending agent. The Securities Lending Committee met five times during the fiscal year ended October 31, 2023.
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 Director. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Company performance and related matters for equity funds. These responsibilities include: (i) reviewing quarterly reports regarding Company 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 four times during the fiscal year ended October 31, 2023.
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 Director. 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 Company performance and related matters for fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Company 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 four times during the fiscal year ended October 31, 2023.
The members of the Risk Committee are Jane D. Carlin (Chair), Richard L. Fagnani and John E. Martinez, each of whom is an Independent Director. 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 seven times during the fiscal year ended October 31, 2023.
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 Director in the Funds and in other registered investment companies overseen by the Director within the same family of investment companies as the Company. If a fund is not listed below, the Director 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
Director
in Family of
Investment Companies
Robert S. Kapito
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
 
52


Name
Fund
Dollar Range of Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Director
in Family of
Investment Companies
 
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
 
 
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
 
53


Name
Fund
Dollar Range of Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Director
in Family of
Investment Companies
 
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
 
 
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
 
 
 
 
 
54


Name
Fund
Dollar Range of Equity
Securities in Named Fund
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Director
in Family of
Investment Companies
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
 
As of December 31, 2023, none of the Independent Directors 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.
Remuneration of Directors and Advisory Board Members. Effective January 1, 2024, each current Independent Director 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 Director 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 Director’s service on the boards of certain Mauritius-based subsidiaries).
The tables below set forth the compensation earned by each Independent Director and Interested Director for services to each Fund for the fiscal year ended October 31, 2023 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 International
High Yield Bond ETF
iShares J.P. Morgan EM Corporate
Bond ETF
iShares J.P. Morgan EM High Yield
Bond ETF
Independent Directors:
 
 
 
 
 
 
 
Jane D. Carlin
$10
$91
$68
Richard L. Fagnani
10
91
68
Cecilia H. Herbert
10
94
70
John E. Kerrigan
12
105
78
Drew E. Lawton
10
89
65
John E. Martinez
10
89
65
Madhav V. Rajan
10
89
65
 
Interested Directors:
 
Robert S. Kapito
$0
$0
$0
Salim Ramji1
0
0
0
Name
iShares J.P. Morgan EM Local
Currency
Bond ETF
iShares US & Intl High
Yield Corp Bond ETF
Independent Directors:
 
 
 
 
 
Jane D. Carlin
$104
$27
Richard L. Fagnani
104
27
55


Name
iShares J.P. Morgan EM Local
Currency
Bond ETF
iShares US & Intl High
Yield Corp Bond ETF
Cecilia H. Herbert
107
28
John E. Kerrigan
120
31
Drew E. Lawton
101
26
John E. Martinez
101
26
Madhav V. Rajan
101
26
 
Interested Directors:
 
Robert S. Kapito
$0
$0
Salim Ramji1
0
0
Name
Pension or
Retirement Benefits
Accrued As
Part of Company
Expenses2
Estimated Annual
Benefits Upon
Retirement2
Total
Compensation
From the Funds
and Fund Complex3
Independent Directors:
 
 
 
 
 
 
 
Jane D. Carlin
Not Applicable
Not Applicable
$485,000
Richard L. Fagnani
Not Applicable
Not Applicable
496,764
Cecilia H. Herbert
Not Applicable
Not Applicable
500,000
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 Directors:
 
 
 
 
 
Robert S. Kapito
Not Applicable
Not Applicable
$0
Salim Ramji1
Not Applicable
Not Applicable
0

1
Served as an Interested Director through January 31, 2024.
2
No Director or officer is entitled to any pension or retirement benefits from the Company.
3
Also includes compensation for service on the Boards of Trustees for iShares Trust and iShares U.S. ETF Trust.
Control Persons and Principal Holders of Securities.
The Directors and officers of the Company collectively owned less than 1% of each Fund's outstanding shares as of January 31, 2024.
Although the Company does not have information concerning the beneficial ownership of shares held in the names of Depository Trust Company (DTC) participants (as defined below), as of January 31, 2024, the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding shares of a Fund were as follows:
Fund
Name
Percentage
of Ownership
iShares International High Yield Bond ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94014
18.45
%
 
National Financial Services LLC
245 Summer Street
Boston, MA 02210
18.29
%
56


Fund
Name
Percentage
of Ownership
 
Citibank, N.A.
3800 CitiBank Center Tampa
Building B/1st Floor Zone 8
Tampa, FL 33610-9122
12.89
%
 
Goldman, Sachs & Co.
30 Hudson Street
16th Floor
Jersey City, NJ 07302
6.16
%
 
Interactive Brokers Retail Equity Clearing
8 Greenwich Office Park
Greenwich, CT 06831
5.60
%
 
Jane Street Capital, LLC
250 Vesey Street
5th Floor
New York, NY 10281
5.24
%
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
5.16
%
 
 
iShares J.P. Morgan EM Corporate Bond ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94014
18.71
%
 
The Bank of New York Mellon
111 Sanders Creek Parkway
2nd Floor
East Syracuse, NY 13057
16.89
%
 
Citibank, N.A.
3800 CitiBank Center Tampa
Building B/1st Floor Zone 8
Tampa, FL 33610-9122
9.29
%
 
Wells Fargo Clearing Services LLC
2801 Market Street
St Louis, MO 63103
5.58
%
 
Brown Brothers Harriman & Co.
525 Washington Blvd.
11th Floor
Jersey City, NJ 07310
5.08
%
 
 
iShares J.P. Morgan EM High Yield Bond ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94014
25.57
%
 
National Financial Services LLC
245 Summer Street
Boston, MA 02210
18.14
%
 
Euroclear Bank SA/NV
28 Liberty Street, 33rd Floor
New York, NY 10005
9.78
%
 
Brown Brothers Harriman & Co.
525 Washington Blvd.
11th Floor
Jersey City, NJ 07310
5.66
%
57


Fund
Name
Percentage
of Ownership
 
Citibank, N.A.
3800 CitiBank Center Tampa
Building B/1st Floor Zone 8
Tampa, FL 33610-9122
5.20
%
 
 
iShares J.P. Morgan EM Local Currency Bond ETF
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94014
14.25
%
 
The Bank of New York Mellon/Wealth
Management
One Wall Street
New York, NY 10005
9.62
%
 
The Bank of New York Mellon
111 Sanders Creek Parkway
2nd Floor
East Syracuse, NY 13057
9.33
%
 
Citibank, N.A.
3800 CitiBank Center Tampa
Building B/1st Floor Zone 8
Tampa, FL 33610-9122
8.76
%
 
Jane Street Capital, LLC
250 Vesey Street
5th Floor
New York, NY 10281
7.54
%
 
National Financial Services LLC
245 Summer Street
Boston, MA 02210
6.81
%
 
Brown Brothers Harriman & Co.
525 Washington Blvd.
11th Floor
Jersey City, NJ 07310
6.64
%
 
Raymond, James & Associates, Inc.
880 Carillon Parkway
P.O. Box 12749
St. Petersburg, FL 33733
5.88
%
 
JPMorgan Chase Bank, National Association
1111 Polaris Parkway
Columbus, OH 43240
5.56
%
 
 
iShares US & Intl High Yield Corp Bond ETF
Merrill Lynch, Pierce, Fenner & Smith
Incorporated - TS Sub
101 Hudson Street
9th Floor
Jersey City, NJ 07302-3997
27.59
%
 
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94014
19.46
%
 
Ameriprise Enterprise Investment Services, Inc.
901 3rd Avenue South
Minneapolis, MN 55474
11.88
%
58


Fund
Name
Percentage
of Ownership
 
The Bank of New York Mellon
111 Sanders Creek Parkway
2nd Floor
East Syracuse, NY 13057
7.35
%
 
National Financial Services LLC
245 Summer Street
Boston, MA 02210
7.02
%
 
Citibank, N.A.
3800 CitiBank Center Tampa
Building B/1st Floor Zone 8
Tampa, FL 33610-9122
5.01
%
 
 
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 Funds. 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 Funds.
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.
59


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 (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
60


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 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
61


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 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
62


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 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 clientsecurities 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
63


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 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
64


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 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.
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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.
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.
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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.
Investment Advisory, Administrative and Distribution Services
Investment Adviser. BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between the Company, 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 Company 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.
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 Directors).
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.
The following table sets forth the management fees (net of any applicable waivers) each Fund paid BFA for the fiscal years noted:
Fund
Management
Fees Paid
Net of Waivers
for Fiscal Year
Ended Oct. 31, 2023
Management
Fees Paid
Net of Waivers
for Fiscal Year
Ended Oct. 31, 2022
Management
Fees Paid
Net of Waivers
for Fiscal Year
Ended Oct. 31, 2021
iShares International High Yield Bond ETF
$189,517
$193,150
$255,881
iShares J.P. Morgan EM Corporate Bond ETF
1,860,712
1,963,792
1,836,596
iShares J.P. Morgan EM High Yield Bond ETF1
1,623,590
2,039,659
1,978,261
iShares J.P. Morgan EM Local Currency Bond ETF
1,540,521
1,387,468
1,532,882
iShares US & Intl High Yield Corp Bond ETF
516,366
518,180
764,827

1
For the iShares J.P. Morgan EM High Yield Bond ETF, 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 voluntary waiver or reimbursement implemented by BFA may be eliminated by BFA at any time. For the fiscal years ended October 31, 2023, October 31, 2022 and October 31, 2021, BFA voluntarily waived $0, $0 and $32,907 of its management fees, respectively.
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 applicable 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 applicable Fund, by a vote cast in person at a meeting called for the purpose of voting on such approval.
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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).
Investment Sub-Advisers. Pursuant to the Investment Advisory Agreement between BFA and the Company entered into on behalf of the Funds, BFA may from time to time, in its sole discretion, to the extent permitted by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment advisory services with respect to the Funds. 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 at any time to the extent permitted by applicable law.
BFA has entered into separate investment sub-advisory agreements (each, a Sub-Advisory Agreement and together with the Investment Advisory Agreement, the Advisory Agreements) with BIL, an affiliate of BFA, with respect to each Fund and with BRS, an affiliate of BFA, with respect to the iShares J.P. Morgan EM Local Currency Bond ETF. BIL is an SEC registered investment adviser, organized in 1999, located in the U.K. BRS is an SEC registered investment adviser, organized in 2000, located in Singapore.
Subject to the supervision and oversight of the Board and BFA, BIL is primarily responsible for execution of securities transactions and the management of specified assets outside the U.S. and Canada in each of the Fund’s portfolio.
Subject to the supervision and oversight of the Board and BFA, BRS is primarily responsible for execution of securities transactions and the management of specified assets in the PRC for the iShares J.P. Morgan EM Local Currency Bond ETF’s portfolio.
Pursuant to the Sub-Advisory Agreements, BFA pays each of the Sub-Advisers for services it provides either: (i) a fee equal to a percentage of the management fee paid to BFA under the Investment Advisory Agreement, or (ii) an amount based on the cost of the services provided. If a Sub-Adviser provides services relating to both portfolio management and trading, it is entitled to receive, from BFA, an amount equal to 20% of BFA’s management fee, and if the Sub-Adviser provides services related solely to trading, then it is entitled to receive, from BFA, an amount equal to 110% of the actual pre-tax costs incurred by the Sub-Adviser. BIL may be responsible for the day-to-day management of each Fund or portion of the Funds. BRS may be responsible for the day-to-day management of the iShares J.P. Morgan EM Local Currency Bond ETF or portions of the Fund.
Unless earlier terminated as described below, each Advisory Agreement will remain in effect for an initial two year period and from year to year if approved annually (i) by the Board or by a vote of a majority of the applicable Fund's outstanding voting securities and (ii) by a majority of the Directors who are not parties to such agreement or interested persons (as defined in the 1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of voting on such approval.
Each 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)and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Portfolio Managers. As of October 31, 2023, the individuals named as Portfolio Managers in the Funds' Prospectuses 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:
James Mauro
 
 
Types of Accounts
Number
Total Assets
Registered Investment Companies
144
$594,896,000,000
Other Pooled Investment Vehicles
33
$40,897,000,000
Other Accounts
5
3,746,000,000
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Karen Uyehara
 
 
Types of Accounts
Number
Total Assets
Registered Investment Companies
119
$580,206,000,000
Other Pooled Investment Vehicles
15
241,000,000
Other Accounts
5
2,522,000,000
Pursuant to BFA 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 the Funds 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 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 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 show, 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 accountsas of October 31, 2023:
James Mauro
 
 
Types of Accounts
Number of Other
Accounts with Performance
Fees Managed by Portfolio Manager
Aggregate
of Total Assets
Registered Investment Companies
0
N/A
Other Pooled Investment Vehicles
0
N/A
Other Accounts
0
N/A
Karen Uyehara
 
 
Types of Accounts
Number of Other
Accounts with Performance
Fees Managed by Portfolio Manager
Aggregate
of Total Assets
Registered Investment Companies
0
N/A
Other Pooled Investment Vehicles
2
$121,000,000
Other Accounts
1
588,000,000
Portfolio Manager Compensation Overview
The discussion below describes the Portfolio Managers' compensation as of October 31, 2023.
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
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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.
The discretionary incentive income for James Mauro and Karen Uyehara includes as an additional consideration the performance of actively-managed portfolios they manage over 1, 3 and 5 year periods measured against the respective benchmark of each portfolio as well as peer group performance. A portion of the discretionary incentive compensation for James Mauro and Karen Uyehara is distributed in the form of deferred cash awards that notionally track the returns of select BlackRock, Inc. investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash.
As of October 31, 2023, the Portfolio Managers did not beneficially own any shares of the Funds.
Codes of Ethics. The Company, BFA, the Sub-Advisers 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.
State Street Bank and Trust Company (State Street) serves as administrator, custodian and transfer agent for the Funds under the Master Services Agreement and related Service Schedule (the Service Module). State Street’s principal address is One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and Accounting Services with the Company, State Street provides necessary administrative, legal, tax and accounting and financial reporting services for the maintenance and operations of the Company and each Fund. In addition, State Street makes available the office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for Custodial Services with the Company, State Street maintains, in separate accounts, cash, securities and other assets of the Company and each Fund, keeps all necessary accounts and records and provides other services. State Street is required, upon the order of the Company, to deliver securities held by State Street and to make payments for securities purchased by the Company for each Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Company, State Street acts as a transfer agent for each Fund’s authorized and issued shares of beneficial interest,
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and as dividend disbursing agent of the Company. As compensation for these services, State Street 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, NY 10179. Pursuant to the Custody Services Agreement with BTC and the Company, JPMorgan provides custody and related services required to facilitate securities lending by each 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, NY 10001. Shares are continuously offered for sale by the Funds through the Distributor or its agent only in Creation Units, as described in the applicable 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 applicable 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 Directors, 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 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 is 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 the 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 Company and BTC.
Pursuant to the current Securities Lending Agency Agreement:
(i) fixed-income 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.
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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 ManagementDirectors and Officers section of this SAI) in a calendar year exceeds a specified threshold, each applicable fixed-income fund, 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.
The services provided to the Funds by BTC in the most recent fiscal year ended October 31, 2023 primarily included the following:
(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on behalf of the Funds with each such borrower;
(2) negotiating the terms of securities loans, including the amount of fees;
(3) directing the delivery of loaned securities;
(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of excess collateral, as necessary;
(5) investing cash collateral received in connection with any loaned securities;
(6) monitoring distributions on loaned securities (for example, interest and dividend activity);
(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned securities; and
(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.
The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of each Fund during its most recent fiscal year ended October 31, 2023.
Fund
iShares International
High Yield Bond ETF
iShares J.P. Morgan EM Corporate
Bond ETF
iShares J.P. Morgan EM High Yield
Bond ETF
Gross income from
securities
lending activities
N/A
$1,279,730
$2,027,645
Fees and/or compensation
for securities lending
activities and
related services
Securities lending
income paid to
BTC for services as
securities
lending agent
N/A
48,560
61,265
72


Fund
iShares International
High Yield Bond ETF
iShares J.P. Morgan EM Corporate
Bond ETF
iShares J.P. Morgan EM High Yield
Bond ETF
Cash collateral
management
expenses not included in
securities lending
income paid to BTC
N/A
9,879
15,785
Administrative fees not
included in securities
lending income paid
to BTC
N/A
0
0
Indemnification fees not
included
in securities lending
income paid
to BTC
N/A
0
0
Rebates (paid to
borrowers)
N/A
990,710
1,657,933
Other fees not
included in
securities lending
income paid to BTC
N/A
0
0
Aggregate
fees/compensation for
securities lending
activities
N/A
$1,049,149
$1,734,983
Net income from securities
lending activities
N/A
$230,581
$292,662
Fund
iShares J.P. Morgan EM Local
Currency
Bond ETF
iShares US & Intl High
Yield Corp Bond ETF
Gross income from
securities
lending activities
N/A
$1,059,178
Fees and/or compensation
for securities lending
activities and
related services
Securities lending
income paid to
BTC for services as
securities
lending agent
N/A
26,280
73


Fund
iShares J.P. Morgan EM Local
Currency
Bond ETF
iShares US & Intl High
Yield Corp Bond ETF
Cash collateral
management
expenses not included in
securities lending
income paid to BTC
N/A
8,098
Administrative fees not
included in securities
lending income paid
to BTC
N/A
0
Indemnification fees not
included
in securities lending
income paid
to BTC
N/A
0
Rebates (paid to
borrowers)
N/A
900,646
Other fees not
included in
securities lending
income paid to BTC
N/A
0
Aggregate
fees/compensation for
securities lending
activities
N/A
$935,024
Net income from securities
lending activities
N/A
$124,154
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
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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 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
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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 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).
Fixed-Income Investments. Fixed-income securities for which market quotations are readily available are generally valued using such securities’ current market value. A Fund values fixed-income portfolio securities using the last available bid prices or current market quotations provided by dealers or prices (including evaluated prices) supplied by a Fund’s approved independent third-party pricing services, each in accordance with the Valuation Procedures. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), credit quality information, perceived market movements, news, and other relevant information and by other methods, which may include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The amortized cost method of valuation may be used with respect to debt obligations with 60 days or less remaining to maturity unless such method does not represent fair value. Certain fixed-income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that consider the estimated cash flows of each tranche of the issuer, establish a benchmark yield and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.
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
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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.
Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate a Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between a Fund’s performance and the performance of the Underlying Index.
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 Directors 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 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.
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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.
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.
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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).
The Funds anticipate that brokerage transactions involving foreign equity securities generally will be conducted primarily on the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Funds in the form of depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges, or traded in OTC markets in the U.S. or Europe, as the case may be. American Depositary Receipts, like other securities traded in the U.S., will be subject to negotiated commission rates.
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 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
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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.
The table below sets forth the brokerage commissions paid by each Fund for the fiscal years noted. Any differences in brokerage commissions paid by a Fund from year to year areprincipally due to increases or decreases in that Fund’s assets over those periodsor the magnitude of changes to the components of a Fund's Underlying Index:
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Fund
Fund
Inception
Date
Brokerage
Commissions
Paid During
Fiscal Year
Ended Oct. 31, 2023
Brokerage
Commissions
Paid During
Fiscal Year
Ended Oct. 31, 2022
Brokerage
Commissions
Paid During
Fiscal Year
Ended Oct. 31, 2021
iShares International High Yield Bond ETF
04/03/12
$0
$0
$12
iShares J.P. Morgan EM Corporate Bond ETF
04/17/12
0
0
0
iShares J.P. Morgan EM High Yield Bond ETF
04/03/12
0
0
0
iShares J.P. Morgan EM Local Currency Bond
ETF
10/18/11
0
0
0
iShares US & Intl High Yield Corp Bond ETF
04/03/12
0
0
104
None of the Funds paid any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of the BlackRock group of companies, during the fiscal year ended October 31, 2023.
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 an effect on the price or volume of the security that is detrimental to the Funds. 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. The table below sets forth the portfolio turnover rates of each Fund for the fiscal years noted:
Fund
Fiscal Year ended October 31, 2023
Fiscal Year ended October 31, 2022
iShares International High Yield Bond ETF
33%
23%
iShares J.P. Morgan EM Corporate Bond ETF
25%
18%
iShares J.P. Morgan EM High Yield Bond ETF
20%
16%
iShares J.P. Morgan EM Local Currency Bond ETF
45%
47%
iShares US & Intl High Yield Corp Bond ETF
19%
16%
Additional Information Concerning the Company
Capital Stock. Each series issues shares of common stock, par value $0.001 per share. The Company has authorized and issued the following funds as separate series of capital stock: iShares Asia/Pacific Dividend ETF, iShares Core MSCI Emerging Markets ETF, iShares Currency Hedged MSCI Emerging Markets ETF, iShares Emerging Markets Dividend ETF, iShares Emerging Markets Equity Factor ETF, iShares ESG Aware MSCI EM ETF, iShares Frontier and Select EM ETF, iShares International High Yield Bond ETF, iShares J.P. Morgan EM Corporate Bond ETF, iShares J.P. Morgan EM High Yield Bond ETF, iShares J.P. Morgan EM Local Currency Bond ETF, iShares MSCI Agriculture Producers ETF, iShares MSCI Australia ETF, iShares MSCI Austria ETF, iShares MSCI Belgium ETF, iShares MSCI BIC ETF, iShares MSCI Brazil ETF, iShares MSCI Canada ETF, iShares MSCI Chile ETF, iShares MSCI Emerging Markets Asia ETF, iShares MSCI Emerging Markets ETF, iShares MSCI Emerging Markets ex China ETF, iShares MSCI Emerging Markets Min Vol Factor ETF, iShares MSCI Emerging Markets Small-Cap ETF, iShares MSCI Eurozone ETF, iShares MSCI France ETF, iShares MSCI Germany ETF, iShares MSCI Global Energy Producers ETF, iShares MSCI Global Gold Miners ETF, iShares MSCI Global Metals & Mining Producers ETF, iShares MSCI Global Min Vol Factor ETF, iShares MSCI Global Silver and Metals Miners ETF, iShares MSCI Hong Kong ETF, iShares MSCI Israel ETF, iShares MSCI Italy ETF, iShares MSCI Japan ETF, iShares MSCI Japan Small-Cap ETF, iShares MSCI Malaysia ETF, iShares MSCI Mexico ETF, iShares MSCI Netherlands ETF, iShares MSCI Pacific ex Japan ETF, iShares MSCI Russia ETF, iShares MSCI Singapore ETF, iShares MSCI South Africa ETF, iShares MSCI South Korea ETF, iShares MSCI Spain ETF, iShares MSCI
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Sweden ETF, iShares MSCI Switzerland ETF, iShares MSCI Taiwan ETF, iShares MSCI Thailand ETF, iShares MSCI Turkey ETF, iShares MSCI USA Equal Weighted ETF, iShares MSCI World ETF and iShares US & Intl High Yield Corp Bond ETF. The Company has authorized for issuance, but is not currently offering for sale to the public, nine additional series of shares of common stock. The Board may designate additional series of common stock and classify shares of a particular series into one or more classes of that series. The Amended and Restated Articles of Incorporation confers upon the Board the power to establish the number of shares which constitute a Creation Unit or by resolution, restrict the redemption right to Creation Units.
Each share issued by a fund has a pro rata interest in the assets of that fund. The Company is currently authorized to issue 51,857,225,000 shares of common stock. The following number of shares is currently authorized for each of the funds: iShares Asia/Pacific Dividend ETF, 500 million shares; iShares Core MSCI Emerging Markets ETF, 15 billion shares; iShares Currency Hedged MSCI Emerging Markets ETF, 250 million shares; iShares Emerging Markets Dividend ETF, 500 million shares; iShares Emerging Markets Equity Factor ETF, 525 million shares; iShares ESG Aware MSCI EM ETF, 1.5 billion shares; iShares Frontier and Select EM ETF, 500 million shares; iShares International High Yield Bond ETF, 500 million shares; iShares J.P. Morgan EM Corporate Bond ETF, 500 million shares; iShares J.P. Morgan EM High Yield Bond ETF, 500 million shares; iShares J.P. Morgan EM Local Currency Bond ETF, 500 million shares; iShares MSCI Agriculture Producers ETF, 500 million shares; iShares MSCI Australia ETF, 1 billion shares; iShares MSCI Austria ETF, 100 million shares; iShares MSCI Belgium ETF, 136.2 million shares; iShares MSCI BIC ETF, 500 million shares; iShares MSCI Brazil ETF, 2 billion shares; iShares MSCI Canada ETF, 1 billion shares; iShares MSCI Chile ETF, 300 million shares; iShares MSCI Emerging Markets Asia ETF, 500 million shares; iShares MSCI Emerging Markets ETF, 5 billion shares; iShares MSCI Emerging Markets ex China ETF, 2 billion shares; iShares MSCI Emerging Markets Min Vol Factor ETF, 800 million shares; iShares MSCI Emerging Markets Small-Cap ETF, 500 million shares; iShares MSCI Eurozone ETF, 1.5 billion shares; iShares MSCI France ETF, 340.2 million shares; iShares MSCI Germany ETF, 482.2 million shares; iShares MSCI Global Energy Producers ETF, 500 million shares; iShares MSCI Global Gold Miners ETF, 500 million shares; iShares MSCI Global Metals & Mining Producers ETF, 500 million shares; iShares MSCI Global Min Vol Factor ETF, 500 million shares; iShares MSCI Global Silver and Metals Miners ETF, 500 million shares; iShares MSCI Hong Kong ETF, 375 million shares; iShares MSCI Israel ETF, 500 million shares; iShares MSCI Italy ETF, 295.4 million shares; iShares MSCI Japan ETF, 2.5246 billion shares; iShares MSCI Japan Small-Cap ETF, 500 million shares; iShares MSCI Malaysia ETF, 300 million shares; iShares MSCI Mexico ETF, 255 million shares; iShares MSCI Netherlands ETF, 255 million shares; iShares MSCI Pacific ex Japan ETF, 1 billion shares; iShares MSCI Russia ETF, 1 billion shares; iShares MSCI Singapore ETF, 300 million shares; iShares MSCI South Africa ETF, 400 million shares; iShares MSCI South Korea ETF, 700 million shares; iShares MSCI Spain ETF, 300 million shares; iShares MSCI Sweden ETF, 100 million shares; iShares MSCI Switzerland ETF, 318.625 million shares; iShares MSCI Taiwan ETF, 900 million shares; iShares MSCI Thailand ETF, 200 million shares; iShares MSCI Turkey ETF, 200 million shares; iShares MSCI USA Equal Weighted ETF, 500 million shares; iShares MSCI World ETF, 500 million shares; and iShares US & Intl High Yield Corp Bond ETF, 500 million shares. Fractional shares will not be issued. 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. Shareholders are entitled to require the Company to redeem Creation Units of their shares.
Each share has one vote with respect to matters upon which a stockholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder and the Maryland General Corporation Law. Stockholders have no cumulative voting rights with respect to their shares. Shares of all funds vote together as a single class except that, if the matter being voted on affects only a particular fund or, if a matter affects a particular fund differently from other funds, that fund will vote separately on such matter.
Under Maryland law, the Company is not required to hold an annual meeting of stockholders unless required to do so under the 1940 Act. The policy of the Company is not to hold an annual meeting of stockholders unless required to do so under the 1940 Act. Under Maryland law, Directors of the Company may be removed by vote of the stockholders.
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 stockholders may remain a control person of the fund.
Stockholders may make inquiries by writing to iShares, Inc., c/o BlackRock Investments, LLC, 1 University Square Drive, Princeton, NJ 08540.
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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 directors 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.
Termination of the Company or a Fund.The Company or a fund may be terminated by a majority vote of the Board, or the affirmative vote of a supermajority of the stockholders of the Company or such fund entitled to vote on termination. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Company's organizational documents provide 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 Company 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 Company 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 Company or a fund, the Company 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 Company and DTC, DTC is required to make available to the Company upon request and for a fee to be charged to the Company a listing of the shares of each Fund held by each DTC Participant. The Company shall inquire of each such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC Participant. The Company 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 Company 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 Company. 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.
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The Company 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 Company at any time by giving reasonable notice to the Company and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Company 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 Company issues and sells shares of each Fundonly in Creation Units on a continuous basis through the Distributor or its agent, without a sales load, at a price based on each 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 theapplicable Listing Exchange or the bond markets close earlier than normal, a Fund may require orders to be placed earlier in the day. The following table sets forth the number of shares of a Fund that constitute a Creation Unit for such Fund and the approximate value of such Creation Unit as of November 30, 2023:
Fund
Shares Per
Creation Unit
Approximate
Value Per
Creation
Unit (U.S.$)
iShares International High Yield Bond ETF
100,000
$4,869,007.00
iShares J.P. Morgan EM Corporate Bond ETF
50,000
2,146,523.65
iShares J.P. Morgan EM High Yield Bond ETF
50,000
1,756,428.20
iShares J.P. Morgan EM Local Currency Bond ETF
200,000
7,226,098.40
iShares US & Intl High Yield Corp Bond ETF
100,000
4,280,995.20
In its discretion, the Company 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 any 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.
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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, each 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.
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, when combined with a Fund's portfolio securities, is designed to generate performance that has a collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of any 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.
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 of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities constituting the relevant Underlying Index.
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.
Fund Deposits may also be modified to position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions, and re-weights.
The Company 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 Company does not generally permit partial or 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 the Funds, 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 the Funds or one of their 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.
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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 the Funds or one of their 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 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 Company 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 State Street or a sub-custodian (a Central Depository Account). Any portion of a 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 the Funds 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 the Funds 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 second or third Business Day, as applicable, 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 State Street through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by State Street 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 the Funds. The delivery of Creation Units so created generally will occur no later than the second or third Business Day, as applicable, following the day on which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received by the Funds 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.
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The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to the Funds, immediately available or same day funds estimated by the Funds 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 applicable 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 the Funds. 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.
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 the Fund generally 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 the Funds 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. Orders to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. Each Fund's deadline specified above for the submission of purchase orders is referred to as that 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 Company, 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 the Funds are in place for payment of the Cash Component and any other cash amounts which may be due, the Funds will accept the order, subject to each 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, State Street, 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 the applicable 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 the applicable Fund will issue and cause the delivery of the Creation Unit. Creation Units are generally issued on a T+2 basis (i.e., two Business Days after trade date). However, for the iShares J.P. Morgan EM Local
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Currency Bond ETF, Creation Units are generally issued on a T+3 basis (i.e., three Business Days after trade date). Each Fund reserves the right to settle Creation Unit transactions on a basis other than T+2 or T+3, including a shorter settlement period, if necessary or appropriate under the circumstances and compliant with applicable law.
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 Company may use such collateral at any time to buy Deposit Securities for the Funds. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual settlement date. Information concerning the Funds' current procedures for collateralization of missing Deposit Securities is available from the Distributor or its agent. The Authorized Participant Agreement will permit the Funds 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 Funds 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, the Funds reserve 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 each 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, the Funds have retained BRIL, an affiliate of BFA, to perform the 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 the applicable 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 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, for each Fund, an estimate of the creation transaction fee for a Creation Unit based on data as of December 31, 2023. The actual fee charged to an Authorized Participant in connection with a creation order will vary over time depending on the factors discussed above, and may be higher than the fee set forth below.
In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a creation transaction 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 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 based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread between the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge, subject to the maximum amounts shown below.
Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. 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 each Fund's estimated creation transaction fee based on data as of December 31, 2023 and maximum additional charge (as described above):
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Fund
Standard Creation
Transaction Fee
Maximum Additional
Charge*
iShares International High Yield Bond ETF
$386.75**
3.0
%
iShares J.P. Morgan EM Corporate Bond ETF
362.75**
3.0
%
iShares J.P. Morgan EM High Yield Bond ETF
375.25**
3.0
%
iShares J.P. Morgan EM Local Currency Bond ETF
505.75**
7.0
%
iShares US & Intl High Yield Corp Bond ETF
685.75**
3.0
%

*
As a percentage of the net asset value per Creation Unit.
**
Estimated 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 sharesto 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 Cash Redemption Method section below and the following discussion summarizing the in-kind method for further information on redeeming Creation Units of the Funds.
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) in order to effect redemptions of Creation Units of a 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. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. 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 NAV 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 Company 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. Each Fund generally redeems Creation Units for Fund Securities, but each Fund reserves the right to utilize a cash option for redemption of Creation Units. Each 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. Redemption Baskets may also be modified to position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions, and re-weights.
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Cash Redemption Method. Although the Company 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 the relevant Fund. As described above, under an ETF Services Agreement, the Funds have 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 the applicable 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 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, for each Fund, an estimate of the redemption transaction fee for a Creation Unit based on data as of December 31, 2023. The actual fee charged to an Authorized Participant in connection with a redemption order will vary over time depending on the factors discussed above, and may be higher than the fee set forth below.
In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption transaction 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 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 based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread between the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge, subject to the maximum amounts shown below.
Authorized Participants will also bear the costs of transferring the Fund Securities 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.
The following table sets forth each Fund's estimated redemption transaction fee based on data as of December 31, 2023 and maximum additional charge (as described above):
Fund
Standard Redemption
Transaction Fee
Maximum Additional
Charge*
iShares International High Yield Bond ETF
$386.75**
2.0
%
iShares J.P. Morgan EM Corporate Bond ETF
362.75**
2.0
%
iShares J.P. Morgan EM High Yield Bond ETF
375.25**
2.0
%
iShares J.P. Morgan EM Local Currency Bond ETF
505.75**
2.0
%
iShares US & Intl High Yield Corp Bond ETF
685.75**
2.0
%

*
As a percentage of the net asset value per Creation Unit.
**
Estimated fee.
Placement of Redemption Orders.Redemption requests for Creation Units of the Funds 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
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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 the Funds 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 the Funds' 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 the Funds' 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 the applicable 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 the applicable 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 a Fund are generally made within two Business Days (i.e., T+2). However, for the iShares J.P. Morgan EM Local Currency Bond ETF, deliveries of redemption proceeds will continue to be made within three Business Days (i.e., T+3). Each Fund reserves the right to settle redemption transactions on a basis other than T+2 or T+3, if 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. For example, the redemption settlement process may be extended beyond T+2 or T+3 because of the occurrence of a holiday in a non-U.S. market or in the U.S. bond market that is not a holiday observed in the U.S. equity market.
If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial Owner 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 redeeming 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 the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charges specified above, to offset the 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 each 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.
Although the Company does not ordinarily permit cash redemptions of Creation Units, in the event that cash redemptions are permitted or required by the Company, proceeds will be paid to the Authorized Participant redeeming shares as soon as
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practicable after the date of redemption (within seven calendar days thereafter). 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, a Fund may delay delivery of the foreign investment more than seven days if a Fund delivers the foreign investment as soon as practicable, but in no event later than 15 days.
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 a Fund or its custodian on the Business Day after the date of submission of such 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 State Street and marked-to-market daily. The fees of State Street 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 the Funds to acquire shares of the Funds at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Funds 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.
Because the portfolio securities of a Fund may trade on exchange(s) on days that the Listing Exchange is closed or are otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of such Fund or purchase or sell shares of such Fund on the Listing Exchange on days when the NAV of such a Fund could be significantly affected by events in the relevant non-U.S. markets.
The right of redemption may be suspended or the date of payment postponed with respect to any Fund: (i) for any period during which the applicable Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the applicable 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 the 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 each Fund 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 each 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 the Funds, as set forth in each Fund's policies and procedures.
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.
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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 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.
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 a partnership that derives at least 90% of its 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 the Fund’s total assets may be invested in the securities 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 (other than the securities of other RICs) 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 an interest in a qualified publicly-traded partnership. 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 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. Moreover, if a Fund fails to qualify as a RIC in any year, it must pay out its earnings and
93


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.
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.
The following Funds had net capital loss carryforwards as set forth in the table below as of October 31, 2023, the tax year-end for the Funds listed:
Fund
Non-Expiring
Capital Loss
Carryforward
iShares International High Yield Bond
ETF
$6,322,936
iShares J.P. Morgan EM Corporate Bond
ETF
31,514,702
iShares J.P. Morgan EM High Yield Bond
ETF
91,363,810
iShares J.P. Morgan EM Local Currency
Bond ETF
75,603,562
iShares US & Intl High Yield Corp Bond
ETF
10,497,599
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.
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 capital gain 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 net tax-exempt income, 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 report 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
94


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 gain 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. 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 gain 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 the Fund’s earnings and profits, will be taxable to shareholders and will not constitute nontaxable returns of capital. The Fund's capital loss carryovers, if any, carried from taxable years beginning before 2011 do not reduce current earnings and profits, even if such carryforwards offset current year realized gains. 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. No deduction would be allowed to an investor for interest on indebtedness incurred or continued to purchase or carry shares of the Fund to the extent the interest deduction would relate to exempt-interest dividends received.
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 (i) 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 (ii) 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 the excess of post-October foreign currency and passive foreign investment company (PFIC) losses over post-October foreign currency and PFIC gains, plus 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
95


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 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 a shareholder from immediately deducting the sales charge by shifting his or her investment 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 Company, 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 the 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 Company will exercise the right of rejection except in a case where the Company determines that accepting the order could result in material adverse tax consequences to a Fund or its shareholders. The Company also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination.
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 (a) will require the 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 the 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 the 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 the 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 the Fund.
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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 the Fund has been a party to the swap for more than one year). The cost of any payments made by the 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.
Market Discount. Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount (OID). To the extent a Fund does not include the market discount in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.
Non-U.S. Investments.Income (including, in some cases, capital gains) received by certain of the Funds from investments in non-U.S. securities may be subject 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 in some cases. If more than 50% of a Fund’s total assets at the close of its taxable year consists of securities of non-U.S. corporations, the Fund may elect for U.S. income tax purposes to treat non-U.S. income taxes paid by it as paid by its shareholders. A Fund may qualify for and make this election in some, but not necessarily all, of its taxable years. If a Fund were to make an election, shareholders of the Fund would be required to take into account an amount equal to their pro rata portions of such non-U.S. taxes in computing their taxable income and then treat an amount equal to those non-U.S. taxes as a U.S. federal income tax deduction or as a foreign tax credit against their U.S. federal income taxes. Shortly after any year for which it makes such an election, a Fund will report to its shareholders the amount per share of such non-U.S. income tax that must be included in each shareholder’s gross income and the amount which will be available for the deduction or credit. No deduction for non-U.S. taxes may be claimed by a shareholder who does not itemize deductions. Certain limitations will be imposed on the extent to which the credit (but not the deduction) for non-U.S. taxes may be claimed. Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates between the time a Fund accrues income or receivables or expenses or other liabilities denominated in a non-U.S. currency and the time a Fund actually collects such income or pays such liabilities are generally treated as ordinary income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988 gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the instruments are denominated. Similarly, gain or losses on non-U.S. currency, non-U.S. currency forward contracts, certain non-U.S. currency options or futures contracts and the disposition of debt securities denominated in non-U.S. currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss unless the Fund were to elect otherwise.
Original Issue Discount. OID on tax-exempt bonds is recognized over the term of the bond and is tax-exempt to the holder of the bond. Special U.S. federal income tax rules apply to inflation-indexed bonds. Generally, all stated interest on such bonds is taken into income by a Fund under its regular method of accounting for interest income. The amount of a positive inflation adjustment, which results in an increase in the inflation-adjusted principal amount of the bond, is treated as OID. The OID is included in a Fund’s gross income ratably during the period ending with the maturity of the bond, under the general OID inclusion rules. The amount of a Fund’s OID in a taxable year with respect to a bond will increase a Fund’s taxable income for such year without a corresponding receipt of cash, until the bond matures. As a result, a Fund may need to use other sources of cash to satisfy its distributions for such year. The amount of negative inflation adjustment, which results in a decrease in the inflation-adjusted principal amount of the bond, reduces the amount of interest (including stated, interest, OID, and market discount, if any) otherwise includible in a Fund’s income with respect to the bond for the taxable year.
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.
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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.
Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a Fund’s qualified net interest income (generally, a Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which a 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 a Fund’s qualified short-term capital gains (generally, the excess of a Fund’s net short-term capital gain over a Fund’s long-term capital loss for such taxable year). However, depending on its circumstances, a 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 a 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 paragraph, other than the withholding rules, will apply notwithstanding the 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
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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 as to their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with similar account holder information. Other foreign entities will need to provide 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 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
Each Fund's audited Financial Statements, including the Financial Highlights, appearing in the applicable Annual Report to Shareholders and the report therein of PricewaterhouseCoopers LLP, an independent registered public accounting firm, are hereby incorporated by reference in this SAI. The applicable Annual Report to Shareholders, which contains the referenced audited financial statements, is available upon request and without charge.
Miscellaneous Information
Counsel.Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Company.
Independent Registered Public Accounting Firm.PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001 Market Street, Philadelphia, PA 19103, serves as the Company'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 Directors, c/o BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. 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 Company and reported to the Board.
Regulation Under the Alternative Investment Fund Managers Directive. The Alternative Investment Fund Managers Directive (AIFMD) imposes detailed and prescriptive obligations on fund managers established in the EU (EU Operative Provisions). These do not currently apply to managers established outside of the EU, such as BFA. Rather, non-EU managers are only required to comply with certain disclosure, reporting and transparency obligations of AIFMD (AIFMD Disclosure Provisions) if such managers market a fund to EU investors.
Where the AIFMD Disclosure Provisions relate to EU Operative Provisions that do not apply to BFA, no meaningful disclosure can be made. These EU Operative Provisions include prescriptive rules on: measuring and capping leverage in line with known European standards; the treatment of investors; the use of depositaries; and coverage for professional liability risks.
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AIFMD imposes certain conditions on the marketing of funds, such as the Funds, to EU investors. AIFMD requires that an ‘alternative investment fund manager’ (AIFM) be identified to meet such conditions where such marketing is sought. For these purposes BFA, as the legal entity responsible for performing the portfolio and risk management of the Funds, shall be the AIFM.
AIFMD requires disclosure on an ongoing basis of certain information relating to the use of special arrangements, leverage, rights of reuse of collateral, guarantees granted under leverage arrangements and the use of gates, side pockets and similar liquidity management tools. Given that the Funds do not use any special arrangements or allow for collateral reuse, it is not intended that such disclosures will need to be made by the Funds. Each Fund will, however, to the extent relevant and appropriate, disclose in its annual report information on the Fund's leverage, risk profile and risk management systems employed by BFA. Each Fund will also disclose material changes, if any, to the liquidity management systems and procedures employed in respect of the Fund.
BFA has registered the iShares J.P. Morgan EM High Yield Bond ETF for marketing to investors in Finland, Sweden, and the U.K. BFA has registered the iShares J.P. Morgan EM Local Currency Bond ETF for marketing to investors in the U.K.
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.
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Appendix A - iShares ETFs Proxy Voting Policies
Open-End Fund Proxy Voting Policy
Procedures Governing Delegation of Proxy Voting to Fund Advisers
Effective Date: August 1, 2021
Last Review Date: August 25, 2023
Open-End Mutual Funds (including money market funds)
Exchange-Traded Funds
Objective and Scope
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.
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BlackRock Investment Stewardship
Global Principles
Effective as of January 2024
BlackRock
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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.
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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
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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.
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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).
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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.

11
The proxy year runs from July 1 to June 30.
A-15


Appendix B – Description of Fixed-Income Ratings
A rating is generally assigned to a fixed-income security at the time of issuance by a credit rating agency designated as a NRSRO by the SEC. While NRSROs may from time to time revise such ratings, they undertake no obligation to do so, and the ratings given to securities at issuance do not necessarily represent ratings which would be given to these securities on a particular subsequent date.
NRSROs may rate specific investments (e.g., bonds), issuers (e.g., corporations, governments and financial institutions) and/or programs (e.g., commercial paper programs). However, certain types of investments may not be rated by NRSROs, such as certain government/sovereign obligations, US agency securities, commercial paper, time deposits at financial institutions, and derivative instruments such as credit default swaps. For these types of investments, as well as US Treasury securities (some of which are not rated), where a NRSRO has not rated the specific investment but has rated the investment’s issuer, program, financial institution or underlying reference asset, BFA may consider the investment to have the same NRSRO rating as its issuer, program, financial institution or underlying reference asset, as applicable. In the case of municipal securities, where one NRSRO provides multiple ratings for the same security (e.g., underlying, insured and/or enhanced ratings), BFA may consider the security to have the highest of the multiple ratings.
New issue securities (regardless of type) may not be rated by a NRSRO at the time of their initial offering. Preliminary prospectuses or term sheets for new issue securities may include an expected rating for the security (as determined by the underwriter and/or issuer) or a NRSRO rating for the issuer of the security. If applicable, when deciding whether to purchase a new issue security that has not yet been rated by a NRSRO, BFA may attribute an expected rating to the security based on: (i) the expected rating of the security set forth in the preliminary prospectus or term sheet for the security; (ii) the NRSRO’s rating for the issuer of the security set forth in the preliminary prospectus or term sheet for the security; or (iii) with respect to asset-backed securities, the rating of a prior issuance having a similar structure or the same sponsor.
Where the investment objective of a Fund is to track the performance of an index that includes credit ratings eligibility criteria as part of its index methodology, a Fund may purchase any security within the index, such security having been determined by the index provider as meeting its credit ratings eligibility criteria. The credit ratings practices of an index provider may differ from BlackRock’s practices, as described above. Further, a Fund may invest, directly or indirectly, in securities that are not rated by a rating agency or securities with a credit rating that differs from the credit rating specified in its index methodology in various circumstances, including where a security is downgraded but not yet removed from an index, following the removal of a security from an index prior to its sale by the Fund or as a result of a corporate action or restructuring affecting an issuer of a security held by a Fund.
Fixed-income securities which are unrated may expose the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these securities is dependent on the investment adviser’s judgment, analysis and experience in the evaluation of such securities.
Investors should note that the assignment of a rating to a security by an NRSRO may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments or on the likelihood of default.
Securities deemed to be high yield are rated below Baa3 by Moody’s and below BBB- by S&P Global Ratings and Fitch.
The descriptions below relate to general long-term and short-term obligations of an issuer.
Moody’s Ratings
Long-Term Obligations
Aaa: Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
B-1


Ba: Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be speculative, of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody's appends numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Absence of Rating: Where no rating has been assigned or where a rating has been withdrawn, it may be for reasons unrelated to the creditworthiness of the issue.
Should no rating be assigned, the reason may be one of the following:
1. An application was not received or accepted.
2. The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not published in Moody’s publications.
Withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.
Short-Term Obligations
Moody’s short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations, generally with an original maturity not exceeding thirteen months.
Moody's employs the following designations to indicate the relative repayment ability of rated issuers:
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
US Municipal Short-Term Debt Obligations
There are three rating categories for short-term municipal obligations that are considered investment-grade and are designated as Municipal Investment Grade (MIG). In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.
MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
B-2


SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
S&P Global Ratings
Long-Term Obligations
AAA: An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB; B; CCC; CC; and C: Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C: An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
D: An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to D if it is subject to a distressed exchange offer.
NR: NR indicates no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
Note: The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Short-Term Obligations
B-3


A-1: A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to D if it is subject to a distressed exchange offer.
Municipal Short-Term Obligations
An S&P U.S. municipal note rating reflects S&P Global Ratings opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating.
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
Fitch Ratings
Long-Term Obligations
AAA: Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality. BBB ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
B-4


BB: Speculative. BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B: Highly speculative. B ratings indicate that material credit risk is present.
CCC: Substantial credit risk. CCC ratings indicate that substantial credit risk is present.
CC: Very high levels of credit risk. CC ratings indicate very high levels of credit risk.
C: Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned RD or D ratings, but are instead rated in the B to C rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA obligation rating category, or to corporate finance obligation ratings in the categories below CCC.
The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
Short-Term Obligations (Corporate and Public Finance)
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short-term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High short-term default risk. Default is a real possibility.
RD: Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
IS-SAI-10i-0324
B-5



iShares, Inc.

File Nos. 33-97598 and 811-09102

Part C

Other Information

 

Item 28. Exhibits    PEA # 532

 

Exhibit
Number
   Description
(a.1)    Articles of Restatement, dated September 13, 2006, are incorporated herein by reference to Post-Effective Amendment No. 31, filed December 26, 2006 (“PEA No. 31”).
(a.2)    Articles of Amendment, dated December 18, 2006, are incorporated herein by reference to PEA No. 31.
(a.3)    Articles Supplementary, dated December 18, 2006, are incorporated herein by reference to PEA No. 31.
(a.4)    Articles Supplementary, dated June 30, 2007, are incorporated herein by reference to Post-Effective Amendment No. 35, filed July 19, 2007.
(a.5)    Articles of Amendment, dated March 5, 2008, are incorporated herein by reference to Post-Effective Amendment No. 55, filed March 26, 2008 (“PEA No. 55”).
(a.6)    Articles Supplementary, dated March 5, 2008, are incorporated herein by reference to PEA No. 55.
(a.7)    Articles Supplementary, dated June 19, 2008, are incorporated herein by reference to Post-Effective Amendment No. 79, filed December 23, 2008.
(a.8)    Articles Supplementary, dated February 24, 2009, are incorporated herein by reference to Post-Effective Amendment No. 100, filed September 28, 2009.
(a.9)    Articles Supplementary, dated December 10, 2009, are incorporated herein by reference to Post-Effective Amendment No. 105, filed December 23, 2009 (“PEA No. 105”).
(a.10)    Articles Supplementary, dated March 18, 2011, are incorporated herein by reference to Post-Effective Amendment No. 132, filed June 30, 2011.
(a.11)    Articles Supplementary, dated September 7, 2011, are incorporated herein by reference to Post-Effective Amendment No. 140, filed September 9, 2011.
(a.12)    Articles Supplementary, dated September 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 151, filed October 6, 2011.
(a.13)    Articles Supplementary, dated October 31, 2011, are incorporated herein by reference to Post-Effective Amendment No. 160, filed November 1, 2011.
(a.14)    Articles Supplementary, dated December 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 205, filed January 30, 2012 (“PEA No. 205”).
(a.15)    Articles of Amendment, dated January 27, 2012, are incorporated herein by reference to PEA No. 205.

 

- 2 -


(a.16)    Articles of Amendment, dated February 8, 2012, are incorporated herein by reference to Post-Effective Amendment No. 207, filed February 10, 2012.
(a.17)    Articles of Amendment, dated March 15, 2012, are incorporated herein by reference to Post-Effective Amendment No. 224, filed March 23, 2012 (“PEA No. 224”).
(a.18)    Articles Supplementary, dated March 15, 2012, are incorporated herein by reference to PEA No. 224.
(a.19)    Articles Supplementary, dated June 21, 2012, are incorporated herein by reference to Post-Effective Amendment No. 241, filed July 16, 2012.
(a.20)    Articles Supplementary, dated August 20, 2012, are incorporated herein by reference to Post-Effective Amendment No. 246, filed August 20, 2012.
(a.21)    Articles of Amendment, dated October 11, 2012, are incorporated herein by reference to Post-Effective Amendment No. 255, filed October 15, 2012 (“PEA No. 255”).
(a.22)    Articles of Amendment, dated November 9, 2012, are incorporated herein by reference to Post-Effective Amendment No. 261, filed November 9, 2012.
(a.23)    Articles Supplementary, dated January 18, 2013, are incorporated herein by reference to Post-Effective Amendment No. 274, filed January 18, 2013.
(a.24)    Articles of Amendment, dated March 14, 2013, are incorporated herein by reference to Post-Effective Amendment No. 289, filed March 28, 2013 (“PEA No. 289”).
(a.25)    Articles Supplementary, dated March 28, 2013, are incorporated herein by reference to PEA No. 289.
(a.26)    Articles of Amendment, dated April 30, 2013, are incorporated herein by reference to Post-Effective Amendment No. 296, filed May 1, 2013.
(a.27)    Articles of Amendment, dated June 28, 2013, are incorporated herein by reference to Post-Effective Amendment No. 313, filed July 5, 2013 (“PEA No. 313”).
(a.28)    Articles Supplementary, dated January 31, 2014, are incorporated herein by reference to Post-Effective Amendment No. 354, filed January 31, 2014.
(a.29)    Articles Supplementary, dated March 19, 2014, are incorporated herein by reference to Post-Effective Amendment No. 378, filed June 19, 2014.
(a.30)    Articles Supplementary, dated July 23, 2014, are incorporated herein by reference to Post-Effective Amendment No. 384, filed July 23, 2014.
(a.31)    Articles Supplementary, dated August 15, 2014, are incorporated herein by reference to Post-Effective Amendment No. 389, filed August 18, 2014.
(a.32)    Articles Supplementary, dated September 29, 2014, are incorporated herein by reference to Post-Effective Amendment No. 400, filed October 1, 2014.
(a.33)    Articles Supplementary, dated October 28, 2014, are incorporated herein by reference to Post-Effective Amendment No. 407, filed October 29, 2014.
(a.34)    Articles Supplementary, dated February 4, 2015, are incorporated herein by reference to Post-Effective Amendment No. 426, filed February 4, 2015.
(a.35)    Articles Supplementary, dated June 30, 2015, are incorporated herein by reference to Post-Effective Amendment No. 443, filed August 7, 2015 (“PEA No. 443”).

 

- 3 -


(a.36)    Articles of Amendment, dated July 13, 2015, are incorporated herein by reference to PEA No. 443.
(a.37)    Articles Supplementary, dated August 5, 2015, are incorporated herein by reference to PEA No. 443.
(a.38)    Articles of Amendment, dated September 1, 2015, are incorporated herein by reference to Post-Effective Amendment No. 448, filed October 21, 2015 (“PEA No. 448”).
(a.39)    Articles Supplementary, dated October 12, 2015, are incorporated herein by reference to PEA No. 448.
(a.40)    Articles of Amendment, dated October 28, 2015, are incorporated herein by reference to Post-Effective Amendment No. 454, filed December 4, 2015 (“PEA No. 454”).
(a.41)    Articles of Amendment, dated November 23, 2015, are incorporated herein by reference to PEA No. 454.
(a.42)    Articles Supplementary, dated March 25, 2016, are incorporated herein by reference to Post-Effective Amendment No. 460, filed March 28, 2016.
(a.43)    Articles of Amendment, dated May 11, 2016, are incorporated herein by reference to Post-Effective No. 461, filed June 13, 2016.
(a.44)    Articles Supplementary, dated June 24, 2016, are incorporated herein by reference to Post-Effective No. 463, filed August 23, 2016 (“PEA No. 463”).
(a.45)    Articles of Amendment, dated August 18, 2016, are incorporated herein by reference to PEA No. 463.
(a.46)    Articles of Amendment, dated October 14, 2016, are incorporated herein by reference to Post-Effective No. 465, filed October 21, 2016.
(a.47)    Articles of Amendment, dated November 30, 2016, are incorporated herein by reference to Post-Effective Amendment No. 467, filed December 21, 2016.
(a.48)    Articles Supplementary, dated March 16, 2017, are incorporated herein by reference to Post-Effective Amendment No. 471, filed March 16, 2017.
(a.49)    Articles of Amendment, dated May 31, 2017, are incorporated herein by reference to Post-Effective Amendment No. 475, filed July 3, 2017.
(a.50)    Articles of Amendment, dated September 29, 2017, are incorporated herein by reference to Post-Effective Amendment No. 479, filed October 20, 2017 (“PEA No. 479”).
(a.51)    Articles Supplementary, dated August 22, 2018, are incorporated herein by reference to Post-Effective Amendment No. 490, filed August 28, 2018 (“PEA No. 490”).
(a.52)    Articles of Amendment, dated October 22, 2018, are incorporated herein by reference to Post-Effective Amendment No. 494, filed December 19, 2018.
(a.53)    Articles Supplementary, dated March 12, 2019, are incorporated herein by reference to Post-Effective Amendment No. 498, filed August 22, 2019.
(a.54)    Articles of Amendment, dated November 7, 2019, are incorporated herein by reference to Post-Effective Amendment No. 501, filed December 17, 2019.
(a.55)    Articles Supplementary, dated January 22, 2020, are incorporated herein by reference to Post-Effective Amendment No. 505, filed February 24, 2020 (“PEA No. 505”).

 

- 4 -


(a.56)    Articles of Amendment, dated February 28, 2020, are incorporated herein by reference to Post-Effective Amendment No. 507, filed August 26, 2020 (“PEA No. 507”).
(a.57)    Articles Supplementary, dated April 2, 2020, are incorporated herein by reference to PEA No. 507.
(a.58)    Articles of Amendment, dated August 11, 2020, are incorporated herein by reference to PEA No. 507.
(a.59)    Articles of Amendment, dated February 26, 2021, are incorporated herein by reference to Post-Effective Amendment No. 512, filed August 25, 2021.
(a.60)    Articles of Amendment, dated March 10, 2022, are incorporated herein by reference to Post-Effective Amendment No. 519, filed August 24, 2022 (“PEA No. 519”).
(a.61)    Articles Supplementary, dated September 29, 2022, are incorporated herein by reference to Post-Effective Amendment No. 524, filed December 21, 2022 (“PEA No. 524”).
(a.62)    Articles of Amendment, dated December 20, 2022, are incorporated herein by reference to Post-Effective Amendment No. 527, filed February 23, 2023.
(a.63)    Articles of Amendment, dated February 27, 2023, are incorporated herein by reference to Post-Effective Amendment No. 528, filed August 23, 2023 (“PEA No. 528”).
(a.64)    Articles Supplementary, dated June 9, 2023, are incorporated herein by reference to PEA No. 528.
(a.65)    Articles Supplementary, dated December 14, 2023, are filed herein.
(b.1)    Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 113, filed May 3, 2010.
(c)    None.
(d.1)    Investment Advisory Agreement, dated December 1, 2009, between Registrant and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to PEA No. 105.
(d.2)    Schedule A to the Investment Advisory Agreement between Registrant and BFA is incorporated herein by reference to PEA No. 528.
(d.3)    Schedule A to the Investment Advisory Agreement between iShares Trust (the “Trust”) and BFA is filed herein.
(d.4)    Master Advisory Fee Waiver Agreement, dated December 1, 2009, between Registrant and BFA is incorporated herein by reference to Post-Effective Amendment No. 120, filed December 20, 2010.
(d.5)    Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No. 531, filed December 21, 2023 (“PEA No. 531”).
(d.6)    Form of Participation Agreement is incorporated herein by reference to PEA No. 255.
(d.7)    Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited (“BIL”) is incorporated herein by reference to Post-Effective Amendment No. 156, filed October 18, 2011.
(d.8)    Exhibit A to the Sub-Advisory Agreement between BFA and BIL is incorporated herein by reference to PEA No. 519.
(d.9)    Sub-Advisory Agreement, dated March 12, 2019, between BFA and BlackRock (Singapore) Limited (“BRS”) is incorporated herein by reference to PEA No. 524.

 

- 5 -


(d.10)    Appendix A to the Sub-Advisory Agreement between BFA and BRS is incorporated herein by reference to PEA No. 524.
(e.1)    Distribution Agreement between Registrant and BlackRock Investments, LLC (“BRIL”), dated February 3, 2012, is incorporated herein by reference to PEA No. 313.
(e.2)    Exhibit A to the Distribution Agreement is incorporated herein by reference to PEA No. 528.
(e.3)    Form of Authorized Participant Agreement is incorporated herein by reference to Post-Effective Amendment No. 27, filed December 30, 2003.
(f)    None.
(g.1)    Service Module for Custodial Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 490.
(g.2)    Custody Services Agreement, dated November 18, 2021, among JPMorgan Chase Bank, N.A., the Company, iShares Trust, iShares U.S. ETF Trust and BlackRock Institutional Trust Company, N.A. (“BTC”) is incorporated herein by reference to Post-Effective Amendment No. 515, filed December 20, 2021 (“PEA No. 515”).
(g.3)    Exhibit A to the Custody Services Agreement is filed herein.
(h.1)    Master Services Agreement, dated April 13, 2018, between the Registrant and State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to PEA No. 490.
(h.2)    Exhibit A to the Master Services Agreement is filed herein.
(h.3)    Service Module for Fund Administration and Accounting Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 490.
(h.4)    Service Module for Transfer Agency Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 490.
(h.5)    Fifth Amended and Restated Securities Lending Agency Agreement, dated January 1, 2022, among the Registrant, the Trust, iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BTC is incorporated herein by reference to Post-Effective Amendment No. 517, filed on February 23, 2022.
(h.6)    Schedule A to the Fifth Amended and Restated Securities Lending Agency Agreement is filed herein.
(h.7)    Form of Master Securities Loan Agreement (including forms of Annexes and Schedules thereto) is incorporated herein by reference to Post-Effective Amendment No. 107, filed January 29, 2010.
(h.8)    Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Dow Jones Indexes, as that term is defined in the Agreement (“Dow Jones Sublicense Agreement”), is incorporated herein by reference to PEA No. 448.
(h.9)    Exhibit A to the Dow Jones Sublicense Agreement is incorporated herein by reference to PEA No. 515.
(h.10)    Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Markit iBoxx indexes is incorporated herein by reference to PEA No. 448.
(h.11)    Exhibit A to the Markit iBoxx Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 510, filed December 21, 2020.

 

- 6 -


(h.12)    Amended and Restated Sublicense Agreement, dated August 14, 2017, among the Registrant, the Trust and BFA for the Merrill Lynch Indexes, as that term is defined in the Agreement (“Merrill Lynch Sublicense Agreement”), is incorporated herein by reference to PEA No. 479.
(h.13)    Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Morningstar Indexes, as that term is defined in the Agreement (“Morningstar Sublicense Agreement”), is incorporated herein by reference to PEA No. 448.
(h.14)    Exhibit A to the Morningstar Sublicense Agreement is incorporated herein by reference to PEA No. 505.
(h.15)    Sublicense Agreement, dated November 7, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the MSCI Indexes, as that term is defined in the Agreement (“MSCI Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.16)    Sublicense Agreement, dated November 7, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the Russell Indexes, as that term is defined in the Agreement (“Russell Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.17)    Sublicense Agreement, dated October 19, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the JPMorgan Indexes, as that term is defined in the Agreement (“JPMorgan Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.18)    Sublicense Agreement, dated October 19, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the STOXX Indexes, as that term is defined in the Agreement (“STOXX Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.19)    Sublicense Agreement, dated October 19, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the Cboe Indexes, as that term is defined in the Agreement (“Cboe Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.20)    Sublicense Agreement, dated October 19, 2022, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for the FTSE Indexes, as that term is defined in the Agreement (“FTSE Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 524.
(h.21)    Sublicense Agreement, dated June 6, 2023, among BFA, the Trust, iShares U.S. ETF Trust and iShares, Inc. for Bloomberg Index Services Limited (“Bloomberg Index Sublicense Agreement”) is incorporated herein by reference to PEA No. 528.
(h.22)    Form of BlackRock Rule 12d1-4 Fund of Funds Investment Agreement is incorporated herein by reference to Post-Effective Amendment No. 516, filed January 19, 2022.
(h.23)    12d1-4 Fund of Funds Investment Agreements between iShares, Inc. and the following registrants dated as of January 19, 2022, are incorporated herein by reference to Post-Effective Amendment No. 518, filed February 28, 2022:

 

AllianceBernstein Global High Income Fund, Inc.    Franklin Fund Allocator Series
AllianceBernstein National Municipal Income Fund, Inc.    Franklin Templeton ETF Trust
AB Multi-Manager Alternative Fund    Franklin Templeton Variable Insurance Products Trust
AB Bond Fund, Inc.    Legg Mason Partners Variable Equity Trust
AB Cap Fund, Inc.    FundX Investment Trust
AB Core Opportunities Fund, Inc.    The Glenmede Fund, Inc.
AB Corporate Shares    GMO Trust
AB Discovery Growth Fund, Inc.   

 

- 7 -


AB Equity Income Fund, Inc.    GMO Benchmark-Free Fund
AB Fixed-Income Shares, Inc.    GMO Emerging Domestic Opportunities Fund
AB Global Bond Fund, Inc.    GMO Climate Change Fund
AB Global Real Estate Investment Fund, Inc.    GMO Tax-Managed International Equities Fund
AB Global Risk Allocation Fund, Inc.    GMO Strategic Opportunities Allocation Fund
AB High Income Fund, Inc.    GPS Funds I
AB Institutional Funds, Inc.    GPS Funds II
AB Large Cap Growth Fund, Inc.    Savos Investments Trust
AB Municipal Income Fund, Inc.    Goldman Sachs Trust
AB Municipal Income Fund II    Goldman Sachs Variable Insurance Trust
AB Relative Value Fund, Inc.    Goldman Sachs Trust II
AB Sustainable Global Thematic Fund, Inc.    Goldman Sachs ETF Trust
AB Sustainable International Thematic Fund, Inc.    Goldman Sachs ETF Trust II
AB Trust    Goldman Sachs MLP and Energy Renaissance Fund
AB Variable Products Series Fund, Inc.    Rydex Dynamic Funds
Sanford C. Bernstein Fund, Inc.    Rydex Series Funds
Sanford C. Bernstein Fund II, Inc.    Rydex Variable Trust
Bernstein Fund, Inc.    Guggenheim Funds Trust
The AB Portfolios    Guggenheim Variable Funds Trust
Allspring Funds Trust    Guggenheim Strategy Funds Trust
Alpha Architect ETF Trust    Transparent Value Trust
American Century Strategic Asset Allocations, Inc.    Guggenheim Active Allocation Fund
AMG Funds    Guggenheim Energy & Income Fund
AMG Funds I    Guggenheim Strategic Opportunities Fund
AMG Funds II    Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust
AMG Funds III    Guggenheim Unit Investment Trusts (Guggenheim Defined Portfolios)
AMG Funds IV Series    Horizon Funds
ETF Series Solutions    INDEXIQ ETF TRUST
Aspiriant Trust    Innealta Capital, LLC on behalf of Northern Lights Fund Trust II
Old Westbury Funds, Inc.    Invesco Growth Series
BlackRock Allocation Target Shares    Invesco Investment Funds
BlackRock Balanced Capital Fund, Inc.    Invesco Unit Trusts
BlackRock Funds II    JNL Series Trust
BlackRock Funds III   
BlackRock Variable Series Funds, Inc.   
BNY Mellon Absolute Insight Funds, Inc.   
Brighthouse Funds Trust I   
Calamos Investment Trust   
Calamos Long/Short Equity & Dynamic Income Trust   

 

- 8 -


Calvert Variable Products, Inc.

  

James Advantage Funds

Calvert Social Investment Fund

  

Janus Henderson Clayton Street Trust

Cambria ETF Trust

  

Janus Investment Fund

AdvisorOne Funds

  

John Hancock Variable Insurance Trust

Columbia Funds Series Trust

  

John Hancock Funds II

Columbia Funds Series Trust I

  

JPMorgan Trust I

Columbia Funds Series Trust II

  

JPMorgan Trust II

Columbia Funds Variable Series Trust II

  

J.P. Morgan Fleming Mutual Fund Group, Inc.

Columbia Funds Variable Insurance Trust

  

JPMorgan Institutional Trust

Direxion Shares ETF Trus

  

JPMorgan Insurance Trust

Direxion Funds

  

J.P. Morgan Mutual Fund Investment Trust

Eaton Vance Growth Trust

  

Undiscovered Managers Funds

Eaton Vance Mutual Funds Trust

  

J.P. Morgan Exchange-Traded Fund Trust

EQ ADVISORS TRUST

  

JPMorgan Trust IV

1290 FUNDS

  

The Lazard Funds, Inc.

Exchange Listed Funds Trust

  

Lincoln Variable Insurance Products Trust

ETF Series Solutions

  

Litman Gregory Funds Trust

E-Valuator Funds Trust

  

Delaware Group Equity Funds IV

Fidelity Advisor Series

  

Delaware Group Equity Funds V

Fidelity Advisor Series VI

  

Delaware Group Foundation Funds

Fidelity Advisor Series VII

  

Delaware Pooled Trust

Fidelity Beacon Street Trust

  

Delaware VIP Trust

Fidelity Capital Trust

  

Ivy Variable Insurance Portfolio

Fidelity Central Investment Portfolios LLC

  

InvestEd Portfolios

Fidelity Concord Street Trust

  

Ivy Funds

Fidelity Congress Street Fund

  

Madison Funds

Fidelity Contrafund

  

Ultra Series Fund

Fidelity Commonwealth Trust

  

Northern Lights Fund Trust II

Fidelity Commonwealth Trust I

  

MML Series Investment Fund II

Fidelity Covington Trust

  

Morningstar Funds Trust

Fidelity Destiny Portfolios

  

Milliman Variable Insurance Trust

Fidelity Devonshire Trust

  

Nationwide Mutual Funds

Fidelity Exchange Fund

  

Nationwide Variable Insurance Trust

Fidelity Financial Trust

  

Natixis Funds Trust IV

Fidelity Hanover Street Trust

  

Natixis Funds Trust II

Fidelity Hastings Street Trust

  

Neuberger Berman Alternative Funds

Fidelity Investment Trust

  

Fidelity Magellan Fund

  

Fidelity Mt. Vernon Street Trust

  

 

- 9 -


Fidelity Puritan Trust

  

Neuberger Berman Equity Funds

Fidelity Securities Fund

  

Neuberger Berman Income Funds

Fidelity Select Portfolios

  

Neuberger Berman Advisers Management Trust

Fidelity Summer Street Trust

  

Neuberger Berman ETF Trust

Fidelity Trend Fund

  

North Square Funds

Variable Insurance Products Fund

  

Northern Lights Fund Trust III

Variable Insurance Products Fund II

  

Northwestern Mutual Series Fund, Inc.

Variable Insurance Products Fund III

  

FlexShares Trust

Variable Insurance Products Fund IV

  

Northern Funds

Fidelity Aberdeen Street Trust

  

MainStay Funds Trust

Fidelity Advisor Series II

  

MainStay VP Funds Trust

Fidelity Advisor Series IV

  

Ohio National Fund, Inc.

Fidelity Boylston Street Trust

   Pax World Funds Series Trust I and Pax World Funds Series Trust III

Fidelity California Municipal Trust

  

PFM Multi-Manager Series Trust

Fidelity California Municipal Trust II

  

PIMCO Equity Series

Fidelity Central Investment Portfolios II LLC

  

PIMCO Funds

Fidelity Charles Street Trust

  

PIMCO Variable Insurance Trust

Fidelity Colchester Street Trust

  

Principal Variable Contracts Funds, Inc.

Fidelity Court Street Trust

  

Principal Funds, Inc.

Fidelity Court Street Trust II

  

ProFunds

Fidelity Garrison Street Trust

  

ProShares Trust

Fidelity Hereford Street Trust

  

Prudential Investment Portfolios 3

Fidelity Income Fund

  

Prudential Investment Portfolios 16

Fidelity Massachusetts Municipal Trust

  

Advanced Series Trust

Fidelity Merrimack Street Trust

  

Salient MF Trust

Fidelity Money Market Trust

  

Forward Funds

Fidelity Municipal Trust

  

Salient Midstream & MLP Fund

Fidelity Municipal Trust II

  

Schwab Capital Trust

Fidelity Newbury Street Trust

  

Schwab Annuity Portfolios

Fidelity New York Municipal Trust

  

Securian Funds Trust

Fidelity New York Municipal Trust II

  

SEI Institutional Managed Trust

Fidelity Oxford Street Trust

  

SEI Institutional Investments Trust

Fidelity Oxford Street Trust II

  

SEI Institutional International Trust

Fidelity Phillips Street Trust

  

Adviser Managed Trust

Fidelity Revere Street Trust

  

SSGA Active Trust

Fidelity Salem Street Trust

  

Sterling Capital Funds

Fidelity School Street Trust

  

SunAmerica Series Trust

Fidelity Union Street Trust

  

Fidelity Union Street Trust II

  

 

- 10 -


Variable Insurance Products Fund V

  

Symmetry Panoramic Trust

Federated Hermes Fixed Income Securities, Inc.

  

Thrivent Mutual Funds

Federated Hermes MDT Series

  

Thrivent Series Fund, Inc.

Federated Hermes Global Allocation Fund

  

Thrivent Core Funds

Federated Hermes Insurance Series

  

Transamerica Funds

Fidelity Rutland Square Trust II

  

Transamerica Series Trust

FT Series

  

Transamerica ETF Trust

First Trust Exchange-Traded Fund

  

Northern Lights Fund Trust

First Trust Exchange-Traded Fund II

  

Northern Lights Variable Trust

First Trust Exchange-Traded Fund III

  

VanEck ETF Trust

First Trust Exchange-Traded Fund IV

  

Victory Portfolios

First Trust Exchange-Traded Fund V

  

Victory Portfolios II

First Trust Exchange-Traded Fund VI

  

Victory Variable Insurance Funds

First Trust Exchange-Traded Fund VII

  

USAA Mutual Funds Trust

First Trust Exchange-Traded Fund VIII

  

Virtus Strategy Trust

First Trust Series Fund

  

Voya Balanced Portfolio, Inc.

First Trust Variable Insurance Trust

  

Voya Equity Trust

  

Voya Investors Trust

  

Voya Mutual Funds

  

Voya Partners, Inc.

  

Voya Separate Portfolios Trust

  

Voya Strategic Allocation Portfolios, Inc.

  

The Arbitrage Funds

  

AltShares Trust

  

Absolute Shares Trust

  

WesMark Funds

  

William Blair Funds

  

Wilmington Funds

 

(h.24)

   Schedule A to the 12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and the Morningstar Funds Trust, amended April 6, 2022, is incorporated herein by reference to PEA No. 519.

(h.25)

   12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and Voya Balanced Portfolio, Inc., Voya Equity Trust, Voya Investors Trust, Voya Mutual Funds, Voya Partners, Inc., Voya Separate Portfolios Trust, and Voya Strategic Allocation Portfolios, Inc., dated as of January 19, 2022, is incorporated herein by reference to PEA No. 519.

(h.26)

   12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and Carillon Family of Funds, dated as of February 17, 2022, is incorporated herein by reference to PEA No. 519.

(h.27)

   12d1-4 Fund of Funds Investment Agreements between iShares, Inc. and the following registrants dated as of the date on the agreements, as applicable, is incorporated herein by reference to PEA No. 531.

 

- 11 -


(h.28)

   12d1-4 Fund of Funds Investment Agreements between iShares, Inc. and the following registrants dated as of the date on the agreements, as applicable, is incorporated herein by reference to PEA No. 531.

(h.29)

   12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and WisdomTree Trust, dated as of December 18, 2023, is filed herein.

(h.30)

   12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and Federated Hermes Fixed Income Securities, Inc., Federated Hermes MDT Series, Federated Hermes Global Allocation Fund, Federated Hermes Insurance Series, Federated Hermes International Series, Inc. and Federated Hermes ETF Trust, dated as of January 5, 2024 is filed herein.

(h.31)

   ETF Services Agreement, dated February 16, 2022, by and among BFA, the Company, iShares Trust, iShares U.S. ETF Trust, and BRIL is incorporated herein by reference to PEA No. 519.

(h.32)

   Exhibit A to the ETF Services Agreement is filed herein.

(h.33)

   Form of Master Services Agreement, dated December 7, 2021 related to the Company for Citibank, N.A., The Bank of New York Mellon, and for JPMorgan Chase Bank, N.A., respectively is incorporated herein by reference to PEA No. 519.

(i)

   Legal Opinion and Consent of Venable LLP is filed herein.

(j)

   Consent of PricewaterhouseCoopers LLP is filed herein.

(k)

   None.

(l.1)

   Subscription Agreement, dated March 1, 1996, between the Registrant and Funds Distributor, Inc. is incorporated herein by reference to Pre-Effective Amendment No. 3 to the Registration Statement, filed March 6, 1996.

(l.2)

   Letter of Representations among the Registrant, The Depository Trust Company (“DTC”) and Morgan Stanley Trust Company Exhibit is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registration Statement, filed March 1, 1996, to the Company’s initial registration statement on Form N-1A filed on September 29, 1995.

(l.3)

   Letter of Representations between the Registrant and DTC, dated May 5, 2000, is incorporated herein by reference to Post-Effective Amendment No. 18, filed December 29, 2000.

(l.4)

   Letter of Representations between the Registrant and DTC, dated October 15, 2001, is incorporated herein by reference to Post-Effective Amendment No. 21, filed October 22, 2001.

(m)

   Not applicable.

(n)

   None.

(o)

   Not applicable.

(p.1)

   Code of Ethics for Fund Access Persons and Code of Ethics for BRIL is incorporated herein by reference to PEA No. 519.

(q.1)

   Powers of Attorney, each dated March 30, 2023, for Dominik Rohé, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to PEA No. 528.

(q.2)

   Officer’s Certificate is incorporated herein by reference to PEA No. 528.

 

- 12 -


Item 29. Persons Controlled By or Under Common Control with Registrant.

None.

Item 30. Indemnification.

It is the Fund’s policy to indemnify officers, directors, employees and other agents to the maximum extent permitted by Section 2-418 of the Maryland General Corporation Law, Article EIGHTH of the Fund’s Articles of Restatement, and Article VI of the Fund’s By-Laws (each set forth below).

Section 2-418 of the Maryland General Corporation Law reads as follows:

 

  (a)

(1) In this section the following words have the meanings indicated.

(2) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(3) “Director” means any person who is or was a director of a corporation and any person who, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise, or employee benefit plan.

(4) “Expenses” include attorney’s fees.

(5) “Official capacity” means the following:

(i) When used with respect to a director, the office of director in the corporation; and

(ii) When used with respect to a person other than a director as contemplated in subsection (j) of this section, the elective or appointive office in the corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation.

(iii) “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.

(6) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.

 

  (b)

(1)A corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that:

(i) The act or omission of the director was material to the matter giving rise to the proceeding; and

1. Was committed in bad faith; or

2. Was the result of active and deliberate dishonesty; or

(ii) The director actually received an improper personal benefit in money, property, or services; or

(iii) In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.

(2) (i) Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding.

(ii) However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation.

(3) (i) The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in this subsection.

(ii) The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the director did not meet that standard of conduct.

(4) A corporation may not indemnify a director or advance expenses under this section for a proceeding brought by that director against the corporation, except:

(i) For a proceeding brought to enforce indemnification under this section; or

(ii) If the charter or bylaws of the corporation, a resolution of the board of directors of the corporation, or an agreement approved by the board of directors of the corporation to which the corporation is a party expressly provide otherwise.

 

- 13 -


  (c)

A director may not be indemnified under subsection (b) of this section in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.

 

  (d)

Unless limited by the charter:

(1) A director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection (b) of this section, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.

(2) A court of appropriate jurisdiction, upon application of a director and such notice as the court shall require, may order indemnification in the following circumstances:

(i) If it determines a director is entitled to reimbursement under paragraph (1) of this subsection, the court shall order indemnification, in which case the director shall be entitled to recover the expenses of securing such reimbursement; or

(ii) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the standards of conduct set forth in subsection (b) of this section or has been adjudged liable under the circumstances described in subsection (c) of this section, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the circumstances described in subsection (c) of this section shall be limited to expenses.

(3) A court of appropriate jurisdiction may be the same court in which the proceeding involving the director’s liability took place.

 

  (e)

(1)Indemnification under subsection (b) of this section may not be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in subsection (b) of this section.

(2) Such determination shall be made:

(i) By the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of one or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full board in which the designated directors who are parties may participate;

(ii) By special legal counsel selected by the board of directors or a committee of the board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the full board cannot be obtained herefore and the committee cannot be established, by a majority vote of the full board in which directors who are parties may participate; or

(iii) By the stockholders.

(3) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in paragraph (2)(ii) of this subsection for selection of such counsel.

(4) Shares held by directors who are parties to the proceeding may not be voted on the subject matter under this subsection.

 

  (f)

(1)Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of:

(i) A written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the corporation as authorized in this section has been met; and

(ii) A written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(2) The undertaking required by paragraph (1)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.

 

- 14 -


(3) Payments under this subsection shall be made as provided by the charter, bylaws, or contract or as specified in subsection (e)(2) of this section.

 

  (g)

The indemnification and advancement of expenses provided or authorized by this section may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

 

  (h)

This section does not limit the corporation’s power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.

 

  (i)

For purposes of this section:

(1) The corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance of the director’s duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan;

(2) Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed fines; and

(3) Action taken or omitted by the director with respect to an employee benefit plan in the performance of the director’s duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

 

  (j)

Unless limited by the charter:

(1) An officer of the corporation shall be indemnified as and to the extent provided in subsection (d) of this section for a director and shall be entitled, to the same extent as a director, to seek indemnification pursuant to the provisions of subsection (d) of this section;

(2) A corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors under this section; and

(3) A corporation, in addition, may indemnify and advance expenses to an officer, employee, or agent who is not a director to such further extent, consistent with law, as may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.

 

  (k)

(1)A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation would have the power to indemnify against liability under the provisions of this section.

(2) A corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this section.

(3) The insurance or similar protection may be provided by a subsidiary or an affiliate of the corporation.

 

  (l)

Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

Article EIGHTH of the Fund’s Articles of Restatement provides as follows:

The Corporation shall indemnify to the fullest extent permitted by law (including the Investment Company Act of 1940, as amended (the “1940 Act”)) any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as director, officer or employee. To the fullest extent permitted by law (including the 1940 Act), expenses incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this Article EIGHTH shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this Article EIGHTH shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this Article EIGHTH, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any

 

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corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

Nothing in Article SEVENTH or in this Article EIGHTH protects or purports to protect any director or officer against any liability to the Corporation or its security holders to which he or she would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Article VI of the Fund’s Amended and Restated By-Laws provides as follows:

Section 1. Insurance. Subject to the provisions of the 1940 Act, the Corporation, directly, through third parties or through affiliates of the Corporation, may purchase, or provide through a trust fund, letter of credit or surety bond insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee, partner, trustee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Corporation would have the power to indemnify such person against such liability.

Section 2. Indemnification and Advance of Expenses. To the maximum extent permitted by Maryland law, in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director or officer of any other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. Any indemnification or advance of expenses made pursuant to this Article shall be subject to applicable requirements of the 1940 Act. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Securities Act of 1933

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (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.

 

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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.

 

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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.

 

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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

 

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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.

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,

 

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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 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 Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor 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 Distributor 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 Company in this Agreement; provided, however, that the Company 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 the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein; (b) the Distributor’s own willful misfeasance, willful misconduct or gross negligence or the Distributor’s reckless disregard of its obligations under this Agreement or arising out of the failure of the Distributor to deliver a current Prospectus.; or (c) the Distributor’s material breach of this Agreement.

The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Company Indemnified Parties”) from and against any and all losses to which the Company 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 Company 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 Company’s own willful misfeasance, willful misconduct or gross negligence or the Company’s reckless disregard of its obligations under the Distribution Agreement or (b) the Company’s material breach of the Distribution Agreement.

 

- 21 -


The Authorized Participant Agreement:

(a) The Participant hereby agrees to indemnify and hold harmless the Distributor, the Fund, the Transfer Agent, their respective subsidiaries, affiliated persons, 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 this 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 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 the iShares Procedures Handbook (as may be amended from time to time) reasonably believed by the Distributor and/or the Transfer Agent to be genuine and to have been given by the Participant. The Participant and the Distributor understand and agree that the Fund as a third party beneficiary to this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations pursuant to this Agreement that benefit the Fund.

(b) The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, affiliated persons, 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 Distributor of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any representations made in accordance with the iShares Procedures Handbook reasonably believed by the Participant to be genuine and to have been given by the Distributor.

(c) The Participant shall not be liable to the Distributor for any damages arising out of (i) mistakes or errors in data provided in connection with purchase or redemption transactions except for data provided by the Participant, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Distributor or any Indemnified Party who is a service provider to the Fund. The Participant shall not be liable for any action, representation, or solicitation made by the wholesalers of the Fund.

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 Company 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 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 Company and each Fund, its Board of Directors 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

 

- 22 -


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 Company 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 Company, 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 Company 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 Company is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. 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.

 

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.

 

- 23 -


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, CA 94105. 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

 

- 24 -


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 Trust

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

 

- 25 -


BlackRock Private Investments Fund

BlackRock Science and Technology Trust

BlackRock Taxable Municipal Bond Trust

BlackRock Utilities, Infrastructure & Power Opportunities Trust

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, NY 10001.

 

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 Company 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, MA 02109.

(b) BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA 94105.

(c) BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540.

(d) State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, North Quincy, MA 02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Congress Street, Suite 1, Boston, MA 02114-2016. Citibank, N.A. maintains all Records relating to its services as fund accountant and custodian at 388 Greenwich Street, New York, NY 10013. 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, NY 10179. The Bank of New York Mellon maintains all Records relating to its services as fund accountant and custodian at 240 Greenwich Street, New York, NY 10286.

 

- 26 -


Item 34. Management Services.

Not applicable.

Item 35. Undertakings.

Not applicable.

 

- 27 -


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 532 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 23rd day of February, 2024.

 

iSHARES, INC.

By:

   
 

Dominik Rohé*

 

President

 

Date: February 23, 2024

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 532 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

By:

   
 

Jane D. Carlin*

 

Director

 

Date: February 23, 2024

   
 

John E. Martinez*

 

Director

 

Date: February 23, 2024

   
 

Cecilia H. Herbert*

 

Director

 

Date: February 23, 2024

   
 

John E. Kerrigan*

 

Director

 

Date: February 23, 2024

 

- 28 -


  

   
 

Madhav V. Rajan*

 

Director

 

Date: February 23, 2024

   
 

Robert S. Kapito*

 

Director

 

Date: February 23, 2024

   
 

Drew E. Lawton*

 

Director

 

Date: February 23, 2024

   
 

Richard L. Fagnani*

 

Director

 

Date: February 23, 2024

 

/s/ Trent W. Walker

 

Trent W. Walker*

 

Treasurer and Chief Financial Officer

 

Date: February 23, 2024

 

*By:

 

/s/ Trent W. Walker

 

Trent W. Walker

 

Attorney-in-fact

 

Date: February 23, 2024

 

*  Powers of Attorney, each dated March 30, 2023, for Dominik Rohé, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to PEA No. 528.

 

- 29 -


Exhibit Index

(a.65)    Articles Supplementary, dated December 14, 2023.
(d.3)    Schedule A to the Investment Advisory Agreement between the Trust and BFA.
(g.3)    Exhibit A to the Custody Services Agreement.
(h.2)    Exhibit A to the Master Services Agreement.
(h.6)    Schedule A to the Fifth Amended and Restated Securities Lending Agency Agreement.
(h.29)    12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and WisdomTree Trust, dated as of December 18, 2023.
(h.30)    12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and Federated Hermes Fixed Income Securities, Inc., Federated Hermes MDT Series, Federated Hermes Global Allocation Fund, Federated Hermes Insurance Series, Federated Hermes International Series, Inc. and Federated Hermes ETF Trust, dated as of January 5, 2024.
(h.32)    Exhibit A to the ETF Services Agreement.
(i)    Legal Opinion and Consent of Venable LLP.
(j)    Consent of PricewaterhouseCoopers LLP.

 

- 30 -

EX-99.(A65) 2 d635273dex99a65.htm ARTICLES SUPPLEMENTARY, DATED DECEMBER 14, 2023. Articles Supplementary, dated December 14, 2023.

Exhibit (a.65)

ISHARES, INC.

ARTICLES SUPPLEMENTARY

iShares, Inc., a Maryland corporation registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST: Under a power contained in Article FIFTH of the charter (the “Charter”) of the Corporation, and pursuant to Sections 2-105(c), 2-208 and 2-208.1 of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (the “Board of Directors”), by resolutions duly adopted at a meeting duly called and held, (a) increased the aggregate number of shares of stock that the Corporation has authority to issue from 33,850,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), to 51,857,225,000 shares of Common Stock, and (b) reclassified 18,140,600,000 shares of undesignated Common Stock as additional shares of the series of Common Stock set forth below, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of such series of Common Stock as set forth in the Charter.

 

Series

   Shares  

iShares Core MSCI Emerging Markets ETF

     10,700,000,000  

iShares ESG Aware MSCI EM ETF

     900,000,000  

iShares MSCI Australia ETF

     372,200,000  

iShares MSCI Brazil ETF

     1,200,000,000  

iShares MSCI Canada ETF

     659,800,000  

iShares MSCI Chile ETF

     100,000,000  

iShares MSCI Emerging Markets ETF

     1,000,000,000  

iShares MSCI Emerging Markets Ex China ETF

     1,800,000,000  

iShares MSCI Emerging Markets Min Vol Factor ETF

     300,000,000  

iShares MSCI Eurozone ETF

     500,000,000  

iShares MSCI South Korea ETF

     400,000,000  

iShares MSCI Spain ETF

     172,200,000  

iShares MSCI Sweden ETF

     36,400,000  

SECOND: Immediately before these Articles Supplementary were accepted for record by the SDAT, the total number of authorized shares of Common Stock was 33,850,000,000, with an aggregate par value of $33,850,000, of which 133,375,000 were shares without further classification or designation and 33,716,625,000 were classified and designated as follows:


Series

   Number of
Shares
 

iShares Asia/Pacific Dividend ETF

     500,000,000  

iShares Core MSCI Emerging Markets ETF

     4,300,000,000  

iShares Currency Hedged MSCI Emerging Markets ETF

     250,000,000  

iShares MSCI Emerging Markets Min Vol Factor ETF

     500,000,000  

iShares MSCI Global Min Vol Factor ETF

     500,000,000  

iShares Emerging Markets Equity Factor ETF

     525,000,000  

iShares J.P. Morgan EM Corporate Bond ETF

     500,000,000  

iShares Emerging Markets Dividend ETF

     500,000,000  

iShares J.P. Morgan EM High Yield Bond ETF

     500,000,000  

iShares J.P. Morgan EM Local Currency Bond ETF

     500,000,000  

iShares US & Intl High Yield Corp Bond ETF

     500,000,000  

iShares International High Yield Bond ETF

     500,000,000  

iShares MSCI Australia ETF

     627,800,000  

iShares MSCI Austria ETF

     100,000,000  

iShares MSCI Belgium ETF

     136,200,000  

iShares MSCI Brazil ETF

     800,000,000  

iShares MSCI BIC ETF

     500,000,000  

iShares MSCI Canada ETF

     340,200,000  

iShares MSCI Chile ETF

     200,000,000  

iShares ESG Aware MSCI EM ETF

     600,000,000  

iShares MSCI Emerging Markets Asia ETF

     500,000,000  

iShares MSCI Emerging Markets ETF

     4,000,000,000  

iShares MSCI Emerging Markets ex China ETF

     200,000,000  

iShares MSCI Emerging Markets Small-Cap ETF

     500,000,000  

iShares MSCI Eurozone ETF

     1,000,000,000  

iShares MSCI France ETF

     340,200,000  

iShares Frontier and Select EM ETF

     500,000,000  

iShares MSCI Germany ETF

     482,200,000  

iShares MSCI Agriculture Producers ETF

     500,000,000  

iShares MSCI Global Energy Producers ETF

     500,000,000  

iShares MSCI Global Gold Miners ETF

     500,000,000  

iShares MSCI Global Metals & Mining Producers ETF

     500,000,000  

iShares MSCI Global Silver and Metals Miners ETF

     500,000,000  

iShares MSCI Hong Kong ETF

     375,000,000  

iShares MSCI Israel ETF

     500,000,000  

iShares MSCI Italy ETF

     295,400,000  

iShares MSCI Japan ETF

     2,524,600,000  

iShares MSCI Japan Small-Cap ETF

     500,000,000  

iShares MSCI Malaysia ETF

     300,000,000  

iShares MSCI Mexico ETF

     255,000,000  

iShares MSCI Netherlands ETF

     255,000,000  

iShares MSCI Pacific ex Japan ETF

     1,000,000,000  

iShares MSCI Russia ETF

     1,000,000,000  

 

2


iShares MSCI Singapore ETF

     300,000,000  

iShares MSCI South Africa ETF

     400,000,000  

iShares MSCI South Korea ETF

     300,000,000  

iShares MSCI Spain ETF

     127,800,000  

iShares MSCI Sweden ETF

     63,600,000  

iShares MSCI Switzerland ETF

     318,625,000  

iShares MSCI Taiwan ETF

     900,000,000  

iShares MSCI Thailand ETF

     200,000,000  

iShares MSCI Turkey ETF

     200,000,000  

iShares MSCI USA Equal Weighted ETF

     500,000,000  

iShares MSCI World ETF

     500,000,000  

THIRD: Immediately after these Articles Supplementary are accepted for record by the SDAT, the total number of authorized shares of Common Stock is 51,857,225,000, with an aggregate par value of $51,857,225, which are classified and designated as follows:

 

Series

   Number of Shares  

iShares Asia/Pacific Dividend ETF

     500,000,000  

iShares Core MSCI Emerging Markets ETF

     15,000,000,000  

iShares Currency Hedged MSCI Emerging Markets ETF

     250,000,000  

iShares MSCI Emerging Markets Min Vol Factor ETF

     800,000,000  

iShares MSCI Global Min Vol Factor ETF

     500,000,000  

iShares Emerging Markets Equity Factor ETF

     525,000,000  

iShares J.P. Morgan EM Corporate Bond ETF

     500,000,000  

iShares Emerging Markets Dividend ETF

     500,000,000  

iShares J.P. Morgan EM High Yield Bond ETF

     500,000,000  

iShares J.P. Morgan EM Local Currency Bond ETF

     500,000,000  

iShares US & Intl High Yield Corp Bond ETF

     500,000,000  

iShares International High Yield Bond ETF

     500,000,000  

iShares MSCI Australia ETF

     1,000,000,000  

iShares MSCI Austria ETF

     100,000,000  

iShares MSCI Belgium ETF

     136,200,000  

iShares MSCI Brazil ETF

     2,000,000,000  

iShares MSCI BIC ETF

     500,000,000  

iShares MSCI Canada ETF

     1,000,000,000  

iShares MSCI Chile ETF

     300,000,000  

iShares ESG Aware MSCI EM ETF

     1,500,000,000  

iShares MSCI Emerging Markets Asia ETF

     500,000,000  

iShares MSCI Emerging Markets ETF

     5,000,000,000  

iShares MSCI Emerging Markets ex China ETF

     2,000,000,000  

iShares MSCI Emerging Markets Small-Cap ETF

     500,000,000  

iShares MSCI Eurozone ETF

     1,500,000,000  

iShares MSCI France ETF

     340,200,000  

iShares Frontier and Select EM ETF

     500,000,000  

 

3


iShares MSCI Germany ETF

     482,200,000  

iShares MSCI Agriculture Producers ETF

     500,000,000  

iShares MSCI Global Energy Producers ETF

     500,000,000  

iShares MSCI Global Gold Miners ETF

     500,000,000  

iShares MSCI Global Metals & Mining Producers ETF

     500,000,000  

iShares MSCI Global Silver and Metals Miners ETF

     500,000,000  

iShares MSCI Hong Kong ETF

     375,000,000  

iShares MSCI Israel ETF

     500,000,000  

iShares MSCI Italy ETF

     295,400,000  

iShares MSCI Japan ETF

     2,524,600,000  

iShares MSCI Japan Small-Cap ETF

     500,000,000  

iShares MSCI Malaysia ETF

     300,000,000  

iShares MSCI Mexico ETF

     255,000,000  

iShares MSCI Netherlands ETF

     255,000,000  

iShares MSCI Pacific ex Japan ETF

     1,000,000,000  

iShares MSCI Russia ETF

     1,000,000,000  

iShares MSCI Singapore ETF

     300,000,000  

iShares MSCI South Africa ETF

     400,000,000  

iShares MSCI South Korea ETF

     700,000,000  

iShares MSCI Spain ETF

     300,000,000  

iShares MSCI Sweden ETF

     100,000,000  

iShares MSCI Switzerland ETF

     318,625,000  

iShares MSCI Taiwan ETF

     900,000,000  

iShares MSCI Thailand ETF

     200,000,000  

iShares MSCI Turkey ETF

     200,000,000  

iShares MSCI USA Equal Weighted ETF

     500,000,000  

iShares MSCI World ETF

     500,000,000  

FOURTH: The shares of Common Stock described above have been reclassified by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

 

4


IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and attested to by its Assistant Secretary on this 14th day of December, 2023.

 

ATTEST:     ISHARES, INC.  
/s/ Lezlie Iannone     By:   /s/ Trent Walker   (SEAL)
Name: Lezlie Iannone       Name: Trent Walker  
Title: Assistant Secretary       Title: Chief Financial Officer  

 

5

EX-99.(D3) 3 d635273dex99d3.htm SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND BFA. Schedule A to the Investment Advisory Agreement between the Trust and BFA.

Exhibit (d.3)

Schedule A

to the

Investment Advisory Agreement dated December 1, 2009

between

iShares Trust

and

BlackRock Fund Advisors

Pursuant to Section 6, the Trust shall pay the Adviser compensation at the following annual rates:

 

Fund

   Annual Fee  

iShares 0-3 Month Treasury Bond ETF

     0.12

iShares 0-5 Year High Yield Corporate Bond ETF

     0.30

iShares 0-5 Year Investment Grade Corporate Bond ETF

     0.06

iShares 0-5 Year TIPS Bond ETF

     0.03

iShares 1-3 Year International Treasury Bond ETF

     0.35

iShares 1-3 Year Treasury Bond ETF

     0.15

iShares 3-7 Year Treasury Bond ETF

     0.15

iShares 7-10 Year Treasury Bond ETF

     0.15

iShares 10-20 Year Treasury Bond ETF

     0.15

iShares 20+ Year Treasury Bond BuyWrite Strategy ETF

     0.20

iShares 20+ Year Treasury Bond ETF

     0.15

iShares 25+ Year Treasury STRIPS Bond ETF

     0.15

iShares Aaa - A Rated Corporate Bond ETF

     0.15

iShares Agency Bond ETF

     0.20

iShares Asia 50 ETF

     0.50

iShares BBB Rated Corporate Bond ETF

     0.15

iShares BB Rated Corporate Bond ETF

     0.25

iShares Blockchain and Tech ETF

     0.47

iShares Breakthrough Environmental Solutions ETF

     0.47

iShares Broad USD High Yield Corporate Bond ETF

     0.08

iShares Broad USD Investment Grade Corporate Bond ETF

     0.04

iShares California Muni Bond ETF

     0.08

iShares Climate Conscious & Transition MSCI USA ETF

     0.08

iShares CMBS ETF

     0.25

iShares Convertible Bond ETF

     0.20

iShares Copper and Metals Mining ETF

     0.47

iShares Core 1-5 Year USD Bond ETF

     0.06

iShares Core 5-10 Year USD Bond ETF

     0.06

iShares Core 10+ Year USD Bond ETF

     0.06

iShares Core Aggressive Allocation ETF

     0.15

iShares Core Conservative Allocation ETF

     0.15

iShares Core Dividend ETF

     0.05

iShares Core Dividend Growth ETF

     0.08

iShares Core Growth Allocation ETF

     0.15

iShares Core High Dividend ETF

     0.08

iShares Core International Aggregate Bond ETF

     0.07

iShares Core Moderate Allocation ETF

     0.15

iShares Core MSCI EAFE ETF

     0.07

iShares Core MSCI Europe ETF

     0.09

iShares Core MSCI International Developed Markets ETF

     0.04


iShares Core MSCI Pacific ETF

     0.09

iShares Core MSCI Total International Stock ETF

     0.07

iShares Core S&P 500 ETF

     0.03

iShares Core S&P Mid-Cap ETF

     0.05

iShares Core S&P Small-Cap ETF

     0.06

iShares Core S&P Total U.S. Stock Market ETF

     0.03

iShares Core S&P U.S. Growth ETF

     0.04

iShares Core S&P U.S. Value ETF

     0.04

iShares Core Total USD Bond Market ETF

     0.06

iShares Core U.S. Aggregate Bond ETF

     0.03

iShares Core U.S. REIT ETF

     0.08

iShares Currency Hedged MSCI ACWI ex U.S. ETF

     0.38

iShares Currency Hedged MSCI EAFE ETF

     0.38

iShares Currency Hedged MSCI EAFE Small-Cap ETF

     0.43

iShares Currency Hedged MSCI Eurozone ETF

     0.62

iShares Currency Hedged MSCI Germany ETF

     0.53

iShares Currency Hedged MSCI Japan ETF

     0.53

iShares Cybersecurity and Tech ETF

     0.47

iShares Dow Jones U.S. ETF

     0.20

iShares Emergent Food and AgTech Multisector ETF

     0.47

iShares Emerging Markets Infrastructure ETF

     0.60

iShares Environmentally Aware Real Estate ETF

iShares Environmental Infrastructure and Industrials ETF

    

0.30

0.47


iShares ESG Advanced High Yield Corporate Bond ETF

     0.35

iShares ESG Advanced Investment Grade Corporate Bond ETF

     0.18

iShares ESG Advanced MSCI EAFE ETF

     0.12

iShares ESG Advanced MSCI EM ETF

     0.16

iShares ESG Advanced MSCI USA ETF

     0.10

iShares ESG Advanced Total USD Bond Market ETF

     0.12

iShares ESG Aware 1-5 Year USD Corporate Bond ETF

     0.12

iShares ESG Aware Aggressive Allocation ETF

     0.18

iShares ESG Aware Conservative Allocation ETF

     0.18

iShares ESG Aware Growth Allocation ETF

     0.18

iShares ESG Aware Moderate Allocation ETF

     0.18

iShares ESG Aware MSCI EAFE ETF

     0.20

iShares ESG Aware MSCI USA ETF

     0.15

iShares ESG Aware MSCI USA Growth ETF

     0.18

iShares ESG Aware MSCI USA Small-Cap ETF

iShares ESG Aware MSCI USA Value ETF

    

0.17

0.18


iShares ESG Aware U.S. Aggregate Bond ETF

     0.10

iShares ESG Aware USD Corporate Bond ETF

     0.18

iShares ESG MSCI EM Leaders ETF

     0.16

iShares ESG MSCI USA Leaders ETF

     0.10

iShares ESG MSCI USA Min Vol Factor ETF

     0.18

iShares ESG Screened S&P 500 ETF

     0.08

iShares ESG Screened S&P Mid-Cap ETF

     0.12

iShares ESG Screened S&P Small-Cap ETF

     0.12

iShares Factors US Growth Style ETF

     0.25

iShares Fallen Angels USD Bond ETF

     0.25

iShares Floating Rate Bond ETF

     0.15

iShares Focused Value Factor ETF

     0.25

iShares Future Cloud 5G and Tech ETF

     0.47


iShares Future Metaverse Tech and Communications ETF

     0.47

iShares Genomics Immunology and Healthcare ETF

     0.47

iShares Global 100 ETF

     0.40

iShares Global Equity Factor ETF

     0.20

iShares Global REIT ETF

     0.14

iShares GNMA Bond ETF

     0.10

iShares Government/Credit Bond ETF

     0.20

iShares High Yield Corporate Bond BuyWrite Strategy ETF

     0.20

iShares High Yield Systematic Bond ETF

     0.35

iShares iBonds 2024 Term High Yield and Income ETF

     0.35

iShares iBonds 2025 Term High Yield and Income ETF

     0.35

iShares iBonds 2026 Term High Yield and Income ETF

     0.35

iShares iBonds 2027 Term High Yield and Income ETF

     0.35

iShares iBonds 2028 Term High Yield and Income ETF

     0.35

iShares iBonds 2029 Term High Yield and Income ETF

     0.35

iShares iBonds 2030 Term High Yield and Income ETF

     0.35

iShares iBonds Dec 2024 Term Corporate ETF

     0.10

iShares iBonds Dec 2024 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2024 Term Treasury ETF

     0.07

iShares iBonds Dec 2025 Term Corporate ETF

     0.10

iShares iBonds Dec 2025 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2025 Term Treasury ETF

     0.07

iShares iBonds Dec 2026 Term Corporate ETF

     0.10

iShares iBonds Dec 2026 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2026 Term Treasury ETF

     0.07

iShares iBonds Dec 2027 Term Corporate ETF

     0.10

iShares iBonds Dec 2027 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2027 Term Treasury ETF

     0.07

iShares iBonds Dec 2028 Term Corporate ETF

     0.10

iShares iBonds Dec 2028 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2028 Term Treasury ETF

     0.07

iShares iBonds Dec 2029 Term Corporate ETF

     0.10

iShares iBonds Dec 2029 Term Muni Bond ETF

     0.18

iShares iBonds Dec 2029 Term Treasury ETF

     0.07

iShares iBonds Dec 2030 Term Corporate ETF

     0.10

iShares iBonds Dec 2030 Term Treasury ETF

     0.07

iShares iBonds Dec 2031 Term Corporate ETF

     0.10

iShares iBonds Dec 2031 Term Treasury ETF

     0.07

iShares iBonds Dec 2032 Term Corporate ETF

     0.10

iShares iBonds Dec 2032 Term Treasury ETF

     0.07

iShares iBonds Dec 2033 Term Corporate ETF

     0.10

iShares iBonds Dec 2033 Term Treasury ETF

     0.07

iShares iBonds Oct 2024 Term TIPS ETF

     0.10

iShares iBonds Oct 2025 Term TIPS ETF

     0.10

iShares iBonds Oct 2026 Term TIPS ETF

     0.10

iShares iBonds Oct 2027 Term TIPS ETF

     0.10

iShares iBonds Oct 2028 Term TIPS ETF

     0.10

iShares iBonds Oct 2029 Term TIPS ETF

     0.10

iShares iBonds Oct 2030 Term TIPS ETF

     0.10

iShares iBonds Oct 2031 Term TIPS ETF

     0.10

iShares iBonds Oct 2032 Term TIPS ETF

     0.10

iShares iBonds Oct 2033 Term TIPS ETF

     0.10


iShares India 50 ETF

     0.89

iShares Intermediate Government/Credit Bond ETF

     0.20

iShares International Developed Property ETF

     0.48

iShares International Developed Real Estate ETF

iShares International Developed Small Cap Value Factor ETF

    

0.48

0.30


iShares International Dividend Growth ETF

     0.15

iShares International Equity Factor ETF

     0.15

iShares International Small-Cap Equity Factor ETF

     0.23

iShares International Treasury Bond ETF

     0.35

iShares Investment Grade Corporate Bond BuyWrite Strategy ETF

     0.20

iShares Investment Grade Systematic Bond ETF

     0.18

iShares J.P. Morgan Broad USD Emerging Markets Bond ETF

     0.20

iShares JPX-Nikkei 400 ETF

     0.48

iShares LifePath Retirement ETF

     0.00

iShares LifePath Target Date 2025 ETF

     0.00

iShares LifePath Target Date 2030 ETF

     0.00

iShares LifePath Target Date 2035 ETF

     0.00

iShares LifePath Target Date 2040 ETF

     0.00

iShares LifePath Target Date 2045 ETF

     0.00

iShares LifePath Target Date 2050 ETF

     0.00

iShares LifePath Target Date 2055 ETF

     0.00

iShares LifePath Target Date 2060 ET

     0.00

iShares LifePath Target Date 2065 ETF

     0.00

iShares Lithium Miners and Producers ETF

     0.47

iShares Micro-Cap ETF

     0.60

iShares Morningstar Growth ETF

     0.04

iShares Morningstar Mid-Cap ETF

     0.04

iShares Morningstar Mid-Cap Growth ETF

     0.06

iShares Morningstar Mid-Cap Value ETF

     0.06

iShares Morningstar Multi-Asset Income ETF

     0.25

iShares Morningstar Small-Cap ETF

     0.04

iShares Morningstar Small-Cap Growth ETF

     0.06

iShares Morningstar Small-Cap Value ETF

     0.06

iShares Morningstar U.S. Equity ETF

     0.03

iShares Morningstar Value ETF

     0.04

iShares Mortgage Real Estate ETF

     0.48

iShares MSCI ACWI Low Carbon Target ETF

     0.20

iShares MSCI China A ETF

     0.60

iShares MSCI China Multisector Tech ETF

     0.59

iShares MSCI Denmark ETF

     0.53

iShares MSCI Emerging Markets Quality Factor ETF

     0.35

iShares MSCI Emerging Markets Value Factor ETF

     0.35

iShares MSCI Europe Financials ETF

     0.48

iShares MSCI Europe Small-Cap ETF

     0.40

iShares MSCI Finland ETF

     0.53

iShares MSCI Global Sustainable Development Goals ETF

     0.49

iShares MSCI India Small-Cap ETF

     0.74

iShares MSCI Intl Momentum Factor ETF

     0.30

iShares MSCI Intl Quality Factor ETF

     0.30

iShares MSCI Intl Size Factor ETF

     0.30

iShares MSCI Intl Value Factor ETF

     0.30

iShares MSCI Japan Value ETF

     0.15


iShares MSCI KLD 400 Social ETF

     0.25

iShares MSCI Kokusai ETF

     0.25

iShares MSCI Kuwait ETF

     0.74

iShares MSCI Norway ETF

     0.53

iShares MSCI Saudi Arabia ETF

     0.74

iShares MSCI United Kingdom Small-Cap ETF

     0.59

iShares MSCI USA ESG Select ETF

     0.25

iShares MSCI USA Min Vol Factor ETF

     0.15

iShares MSCI USA Momentum Factor ETF

     0.15

iShares MSCI USA Quality Factor ETF

     0.15

iShares MSCI USA Size Factor ETF

     0.15

iShares MSCI USA Small-Cap Min Vol Factor ETF

     0.20

iShares MSCI USA Value Factor ETF

     0.15

iShares MSCI Water Management Multisector ETF

     0.47

iShares National Muni Bond ETF

     0.05

iShares Neuroscience and Healthcare ETF

     0.47

iShares New York Muni Bond ETF

     0.25

iShares Paris-Aligned Climate MSCI USA ETF

     0.10

iShares Paris-Aligned Climate MSCI World ex USA ETF

     0.12

iShares Residential and Multisector Real Estate ETF

     0.48

iShares Robotics and Artificial Intelligence Multisector ETF

     0.47

iShares Russell 1000 ETF

     0.15

iShares Russell 2500 ETF

     0.15

iShares Russell 3000 ETF

     0.20

iShares Russell Top 200 ETF

     0.15

iShares Russell Top 200 Growth ETF

     0.20

iShares Russell Top 200 Value ETF

     0.20

iShares S&P 100 ETF

     0.20

iShares S&P 500 Growth ETF

     0.18

iShares S&P 500 Value ETF

     0.18

iShares S&P Mid-Cap 400 Value ETF

     0.18

iShares S&P Small-Cap 600 Growth ETF

     0.18

iShares S&P Small-Cap 600 Value ETF

     0.18

iShares Self-Driving EV and Tech ETF

     0.47

iShares Short-Term National Muni Bond ETF

     0.07

iShares Short Treasury Bond ETF

     0.15

iShares Treasury Floating Rate Bond ETF

     0.15

iShares U.S. Equity Factor ETF

     0.08

iShares U.S. Fixed Income Balanced Risk Systematic ETF

     0.25

iShares U.S. Infrastructure ETF

     0.30

iShares U.S. Small-Cap Equity Factor ETF

     0.15

iShares U.S. Tech Breakthrough Multisector ETF

     0.40

iShares U.S. Treasury Bond ETF

     0.05

iShares US Small Cap Value Factor ETF

     0.20

iShares USD Green Bond ETF

     0.20

iShares USD Systematic Bond ETF

     0.18

iShares Virtual Work and Life Multisector ETF

     0.47

iShares Yield Optimized Bond ETF

     0.28


Advisory Fee for Category I (MSCI Developed Markets Single Country) Funds:

 

iShares MSCI Australia ETF*

iShares MSCI Austria ETF*

iShares MSCI Belgium ETF*

iShares MSCI Canada ETF*

iShares MSCI Eurozone ETF*

iShares MSCI France ETF*

iShares MSCI Germany ETF*

iShares MSCI Hong Kong ETF*

iShares MSCI Ireland ETF

iShares MSCI Italy ETF*

iShares MSCI Japan ETF*

iShares MSCI Japan Small-Cap ETF*

iShares MSCI Malaysia ETF*

iShares MSCI Mexico ETF*

iShares MSCI Netherlands ETF*

iShares MSCI New Zealand ETF

iShares MSCI Singapore ETF*

iShares MSCI Spain ETF*

iShares MSCI Sweden ETF*

iShares MSCI Switzerland ETF*

iShares MSCI United Kingdom ETF

0.59% per annum of the aggregate net assets of the Category I Funds less than or equal to $7.0 billion

plus 0.54% per annum of the aggregate net assets of the Category I Funds over $7.0 billion, up to and including $11.0 billion

plus 0.49% per annum of the aggregate net assets of the Category I Funds over $11.0 billion, up to and including $24.0 billion

plus 0.44% per annum of the aggregate net assets of the Category I Funds over $24.0 billion, up to and including $48.0 billion

plus 0.40% per annum of the aggregate net assets of the Category I Funds over $48.0 billion, up to and including $72.0 billion

plus 0.36% per annum of the aggregate net assets of the Category I Funds over $72.0 billion, up to and including $96.0 billion

plus 0.32% per annum of the aggregate net assets of the Category I Funds in excess of $96.0 billion

Advisory Fee for Category II (MSCI Emerging Markets Single Country) Funds:

 

iShares MSCI Brazil ETF*

iShares MSCI Brazil Small-Cap ETF

iShares MSCI Chile ETF*

iShares MSCI China ETF

iShares MSCI China Small-Cap ETF

iShares MSCI Indonesia ETF

iShares MSCI Israel ETF*

iShares MSCI Peru and Global Exposure ETF

iShares MSCI Philippines ETF

iShares MSCI Poland ETF

iShares MSCI Qatar ETF

iShares MSCI Russia ETF*

iShares MSCI South Africa ETF*

iShares MSCI South Korea ETF*

iShares MSCI Taiwan ETF*

iShares MSCI Thailand ETF*

iShares MSCI Turkey ETF*

iShares MSCI UAE ETF


0.7400% per annum of the aggregate net assets of the Category II Funds less than or equal to $2.0 billion

plus 0.6900% per annum of the aggregate net assets of the Category II Funds over $2.0 billion, up to and including $4.0 billion

plus 0.6400% per annum of the aggregate net assets of the Category II Funds over $4.0 billion, up to and including $8.0 billion

plus 0.5700% per annum of the aggregate net assets of the Category II Funds over $8.0 billion, up to and including $16.0 billion

plus 0.5100% per annum of the aggregate net assets of the Category II Funds over $16.0 billion, up to and including $24.0 billion

plus 0.4800% per annum of the aggregate net assets of the Category II Funds over $24.0 billion, up to and including $32.0 billion

plus 0.4500% per annum of the aggregate net assets of the Category II Funds over $32.0 billion, up to and including $40.0 billion

plus 0.4275% per annum of the aggregate net assets of the Category II Funds in excess of $40.0 billion

Advisory Fee for iShares China Large-Cap ETF (Group VII):

iShares China Large-Cap ETF

0.74% per annum of net assets less than or equal to $6.0 billion

plus 0.67% per annum of net assets over $6.0 billion, up to and including $9.0 billion

plus 0.60% per annum of net assets over $9.0 billion, up to and including $12.0 billion

plus 0.54% per annum of net assets in excess of $12.0 billion

Advisory Fee for iShares Group VIII (Dow Jones Sector) Funds:

iShares U.S. Aerospace & Defense ETF

iShares U.S. Basic Materials ETF

iShares U.S. Broker-Dealers & Securities Exchanges ETF

iShares U.S. Consumer Discretionary ETF

iShares U.S. Consumer Staples ETF

iShares U.S. Energy ETF

iShares U.S. Financial Services ETF

iShares U.S. Financials ETF

iShares U.S. Healthcare ETF

iShares U.S. Healthcare Providers ETF

iShares U.S. Home Construction ETF

iShares U.S. Industrials ETF

iShares U.S. Insurance ETF

iShares U.S. Medical Devices ETF

iShares U.S. Oil & Gas Exploration & Production ETF

iShares U.S. Oil Equipment & Services ETF

iShares U.S. Pharmaceuticals ETF

iShares U.S. Real Estate ETF

iShares U.S. Regional Banks ETF

iShares U.S. Technology ETF

iShares U.S. Telecommunications ETF

iShares U.S. Transportation ETF

iShares U.S. Utilities ETF

0.4800% per annum of the aggregate net assets less than or equal to $10.0 billion

plus 0.4300% per annum of the aggregate net assets over $10.0 billion, up to and including $20.0 billion

plus 0.3800% per annum of the aggregate net assets over $20.0 billion, up to and including $30.0 billion

plus 0.3400% per annum of the aggregate net assets over $30.0 billion, up to and including $40.0 billion

plus 0.3300% per annum of the aggregate net assets over $40.0 billion, up to and including $50.0 billion

plus 0.3100% per annum of the aggregate net assets over $50.0 billion, up to and including $60.0 billion

plus 0.2945% per annum of the aggregate net assets in excess of $60.0 billion


Advisory Fee for Category IV (MSCI Emerging Markets Multi Country) Funds:

 

     First
$14.0 billion
  Greater
than $14.0
billion Up
to and
including
$28.0
billion
  Greater
than $28.0
billion
Up to and
including
$42.0
billion
  Greater
than
$42.0
billion
Up to
and
including
$56.0
billion
  Greater
than $56.0
billion
Up to and
including
$70.0
billion
  Greater
than $70.0
billion
Up to and
including
$84.0
billion
  Greater
than $84.0
billion

iShares MSCI All Country Asia ex Japan ETF

   0.75%   0.68%   0.61%   0.54%   0.47%   0.41%   0.35%

iShares MSCI BIC ETF*

   0.75%   0.68%   0.61%   0.54%   0.47%   0.41%   0.35%

iShares MSCI Emerging Markets ETF*

   0.75%   0.68%   0.61%   0.54%   0.47%   0.41%   0.35%

iShares MSCI Emerging Markets Min Vol Factor ETF*

   0.25%   0.25%   0.25%   0.25%   0.25%   0.25%   0.25%

iShares MSCI Emerging Markets Small-Cap ETF*

   0.75%   0.68%   0.61%   0.54%   0.47%   0.41%   0.35%


Advisory Fee for Category VI (MSCI International/Global Multi Country) Funds:

 

     First
$30.0
billion
  Greater than
$30.0 billion
Up to and
including
$60.0 billion
  Greater than
$60.0 billion
Up to and
including
$90.0 billion
  Greater
than $90.0
billion
Up to and
including
$120.0
billion
  Greater
than
$120.0
billion
Up to and
including
$150.0
billion
  Greater
than
$150.0
billion

iShares MSCI EAFE Min Vol Factor ETF

   0.2000%   0.2000%   0.2000%   0.2000%   0.2000%   0.2000%

iShares MSCI Global Min Vol Factor ETF*

   0.2000%   0.2000%   0.2000%   0.2000%   0.2000%   0.2000%

iShares MSCI ACWI ETF

   0.3500%   0.3200%   0.2800%   0.2520%   0.2270%   0.2040%

iShares MSCI ACWI ex U.S. ETF

   0.3500%   0.3200%   0.2800%   0.2520%   0.2270%   0.2040%

iShares MSCI EAFE ETF

   0.3500%   0.3200%   0.2800%   0.2520%   0.2270%   0.2040%

Advisory Fee for Group IX (S&P Global Sectors) Funds:

 

     First $10
billion
    Greater than
$10 billion Up
to and
including $20
billion
    Greater than
$20 billion
Up to and
including $30
billion
    Greater than
$30 billion Up
to and
including $40
billion
    Greater
than $40
billion
 

iShares Expanded Tech Sector ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Expanded Tech-Software Sector ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Clean Energy ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Comm Services ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Consumer Discretionary ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Consumer Staples ETF

  

 

0.4800

    0.4300     0.3800     0.3420     0.3078

iShares Global Energy ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Financials ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Healthcare ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Industrials ETF

     0.4800     0.4300     0.3800     0.3420     0.3078


iShares Global Infrastructure ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Materials ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Tech ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Timber & Forestry ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Global Utilities ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares North American Natural Resources ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

iShares Semiconductor ETF

     0.3500     0.3500     0.3500     0.3420     0.3078

iShares U.S. Digital Infrastructure and Real Estate ETF

     0.4800     0.4300     0.3800     0.3420     0.3078

Advisory Fee for Group X (2012 Equity) Funds:

 

     First
$46 billion
  Greater than
$46 billion
Up to and
including
$81 billion
  Greater
than $81
billion
Up to and
including
$111
billion
  Greater
than $111
billion Up
to and
including
$141 billion
  Greater
than $141
billion
Up to and
including
$171
billion
  Greater
than
$171
billion

iShares Latin America 40 ETF

   0.5000%   0.4750%   0.4513%   0.4287%   0.4073%   0.3869%

iShares MSCI Pacific ex Japan ETF*

   0.5000%   0.4750%   0.4513%   0.4287%   0.4073%   0.3869%

iShares Preferred and Income Securities ETF

   0.4800%   0.4560%   0.4332%   0.4116%   0.3910%   0.3714%

iShares Russell 2000 ETF

   0.2000%   0.1900%   0.1805%   0.1715%   0.1630%   0.1548%

iShares Russell 2000 Growth ETF

   0.2500%   0.2375%   0.2257%   0.2144%   0.2037%   0.1935%

iShares Russell 2000 Value ETF

   0.2500%   0.2375%   0.2257%   0.2144%   0.2037%   0.1935%

iShares Select Dividend ETF

   0.4000%   0.3800%   0.3610%   0.3430%   0.3259%   0.3096%

Advisory Fee for Group XI (2012 Fixed Income) Funds:

 

     First $19 billion   Greater than
$19 billion
Up to and
including $33
billion
  Greater than
$33 billion Up
to and including
$47 billion
  Greater than $47
billion

iShares iBoxx $ High Yield Corporate Bond ETF

   0.5000%   0.4750%   0.4513%   0.4287%

iShares J.P. Morgan USD Emerging Markets Bond ETF

   0.4000%   0.3800%   0.3610%   0.3430%


Advisory Fee for Group XII (2013) Funds:

 

     First $121
billion
  Greater than
$121 billion
Up to and
including
$181 billion
  Greater than
$181 billion
Up to and
including
$231 billion
  Greater than
$231 billion
Up to and
including
$281 billion
  Greater
than
$281 billion

iShares 1-5 Year Investment Grade Corporate Bond ETF

   0.0400%   0.0400%   0.0400%   0.0400%   0.0400%

iShares 5-10 Year Investment Grade Corporate Bond ETF

   0.0400%   0.0400%   0.0400%   0.0400%   0.0400%

iShares 10+ Year Investment Grade Corporate Bond ETF

   0.0400%   0. 0400%   0.0400%   0.0400%   0.0400%

iShares Biotechnology ETF

   0.4800%   0.4560%   0.4332%   0.4116%   0.3910%

iShares Cohen & Steers REIT ETF

   0.3500%   0.3325%   0.3159%   0.3001%   0.2851%

iShares iBoxx $ Investment Grade Corporate Bond ETF

   0.1500%   0.1425%   0.1354%   0.1287%   0.1222%

iShares MBS ETF

   0.0400%   0.0380%   0.0361%   0.0343%   0.0326%

iShares Russell 1000 Growth ETF

   0.2000%   0.1900%   0.1805%   0.1715%   0.1630%

iShares Russell 1000 Value ETF

   0.2000%   0.1900%   0.1805%   0.1715%   0.1630%

iShares Russell Mid-Cap ETF

   0.2000%   0.1900%   0.1805%   0.1715%   0.1630%

iShares Russell Mid-Cap Growth ETF

   0.2500%   0.2375%   0.2257%   0.2144%   0.2037%

iShares Russell Mid-Cap Value ETF

   0.2500%   0.2375%   0.2257%   0.2144%   0.2037%

iShares S&P Mid-Cap 400 Growth ETF

   0.1800%   0.1710%   0.1624%   0.1543%   0.1465%

iShares TIPS Bond ETF

   0.2000%   0.1900%   0.1805%   0.1715%   0.1630%

Advisory Fee for Group XIII (2014) Funds:

 

     First $12
billion
  Greater than
$12 billion Up
to and
including $18
billion
  Greater than
$18 billion
Up to and
including $24
billion
  Greater than
$24 billion
Up to and
including $30
billion
  Greater
than $30
billion

iShares Europe ETF

   0.6000%   0.5700%   0.5415%   0.5145%   0.4888%

iShares International Select Dividend ETF

   0.5000%   0.4750%   0.4513%   0.4287%   0.4073%

iShares MSCI EAFE Small-Cap ETF

   0.4000%   0.3800%   0.3610%   0.3430%   0.3259%

Advisory Fee for iShares MSCI EAFE Value ETF

iShares MSCI EAFE Value ETF

0.4000% per annum of net assets less than or equal to $3.0 billion

plus 0.3800% per annum of net assets over $3.0 billion, up to and including $4.5 billion

plus 0.3610% per annum of net assets over $4.5 billion, up to and including $6.0 billion

plus 0.3430% per annum of net assets over $6.0 billion, up to and including $7.5 billion

plus 0.3258% per annum of net assets over $7.5 billion, up to and including $9.0 billion

plus 0.3096% per annum of net assets over $9.0 billion, up to and including $10.5 billion

plus 0.2941% per annum of net assets over $10.5 billion, up to and including $12.0 billion

plus 0.2793% per annum of net assets over $12.0 billion, up to and including $13.5 billion

plus 0.2653% per annum of net assets over $13.5 billion, up to and including $15.0 billion

plus 0.2520% per annum of net assets in excess of $15.0 billion


Advisory Fee for iShares MSCI EAFE Growth ETF

iShares MSCI EAFE Growth ETF

0.4000% per annum of net assets less than or equal to $3.0 billion

plus 0.3800% per annum of net assets over $3.0 billion, up to and including $4.5 billion

plus 0.3610% per annum of net assets over $4.5 billion, up to and including $6.0 billion

plus 0.3430% per annum of net assets over $6.0 billion, up to and including $7.5 billion

plus 0.3258% per annum of net assets over $7.5 billion, up to and including $9.0 billion

plus 0.3095% per annum of net assets over $9.0 billion, up to and including $10.5 billion

plus 0.2940% per annum of net assets in excess of $10.5 billion

Advisory Fee for iShares MSCI India ETF

iShares MSCI India ETF

0.6500% per annum of net assets less than or equal to $4.0 billion

plus 0.6175% per annum of net assets over $4.0 billion, up to and including $6.0 billion

plus 0.5867% per annum of net assets over $6.0 billion, up to and including $8.0 billion

plus 0.5573% per annum of net assets in excess of $8.0 billion

Advisory Fee for iShares Exponential Technologies ETF

iShares Exponential Technologies ETF

0.4700% per annum of net assets less than or equal to $2.0 billion

plus 0.4465% per annum of net assets over $2.0 billion, up to and including $3.0 billion

plus 0.4242% per annum of net assets over $3.0 billion, up to and including $4.0 billion

plus 0.4030% per annum of net assets in excess of $4.0 billion

 

*

This Fund is a fund of iShares, Inc.

Amended and Approved by the Board of Trustees of iShares Trust on December 14, 2023.

EX-99.(G3) 4 d635273dex99g3.htm EXHIBIT A TO THE CUSTODY SERVICES AGREEMENT. Exhibit A to the Custody Services Agreement.

Exhibit (g.3)

EXHIBIT A – LENDING FUNDS

iShares Trust

iShares 0-3 Month Treasury Bond ETF

iShares 0-5 Year High Yield Corporate Bond ETF

iShares 0-5 Year Investment Grade Corporate Bond ETF

iShares 0-5 Year TIPS Bond ETF

iShares 10+ Year Investment Grade Corporate Bond ETF

iShares 10-20 Year Treasury Bond ETF

iShares 1-3 Year International Treasury Bond ETF

iShares 1-3 Year Treasury Bond ETF

iShares 1-5 Year Investment Grade Corporate Bond ETF

iShares 20+ Year Treasury Bond BuyWrite Strategy ETF

iShares 20+ Year Treasury Bond ETF

iShares 25+ Year Treasury STRIPS Bond ETF

iShares 3-7 Year Treasury Bond ETF

iShares 5-10 Year Investment Grade Corporate Bond ETF

iShares 7-10 Year Treasury Bond ETF

iShares Aaa – A Rated Corporate Bond ETF

iShares Agency Bond ETF

iShares Asia 50 ETF

iShares BB Rated Corporate Bond ETF

iShares BBB Rated Corporate Bond ETF

iShares Blockchain and Tech ETF

iShares Breakthrough Environmental Solutions ETF

iShares Broad USD High Yield Corporate Bond ETF

iShares Broad USD Investment Grade Corporate Bond ETF

iShares California Muni Bond ETF

iShares China Large-Cap ETF

iShares Climate Conscious & Transition MSCI USA ETF

iShares Convertible Bond ETF

iShares Copper and Metals Mining ETF

iShares Core 10+ Year USD Bond ETF

iShares Core 1-5 Year USD Bond ETF

iShares Core 5-10 Year USD Bond ETF

iShares Core Aggressive Allocation ETF

iShares Core Conservative Allocation ETF

iShares Core Dividend ETF

iShares Core Dividend Growth ETF

iShares Core Growth Allocation ETF

iShares Core High Dividend ETF

iShares Core International Aggregate Bond ETF

iShares Core Moderate Allocation ETF

iShares Core MSCI EAFE ETF

iShares Core MSCI Europe ETF

iShares Core MSCI International Developed Markets ETF

iShares Core MSCI Pacific ETF

iShares Core MSCI Total International Stock ETF

iShares Core S&P Mid-Cap ETF


iShares Core S&P Small-Cap ETF

iShares Core S&P U.S. Growth ETF

iShares Core S&P U.S. Value ETF

iShares Core Total USD Bond Market ETF

iShares Core U.S. Aggregate Bond ETF

iShares Core U.S. REIT ETF iShares CMBS ETF

iShares Currency Hedged MSCI ACWI ex U.S. ETF

iShares Currency Hedged MSCI EAFE ETF

iShares Currency Hedged MSCI EAFE Small-Cap ETF

iShares Currency Hedged MSCI Eurozone ETF

iShares Currency Hedged MSCI Germany ETF

iShares Currency Hedged MSCI Japan ETF

iShares Cybersecurity and Tech ETF

iShares Dow Jones U.S. ETF

iShares Emergent Food and AgTech Multisector ETF

iShares Emerging Markets Infrastructure ETF

iShares Environmental Infrastructure and Industrials ETF

iShares Environmentally Aware Real Estate ETF

iShares ESG Advanced High Yield Corporate Bond ETF

iShares ESG Advanced Investment Grade Corporate Bond ETF

iShares ESG Advanced MSCI EAFE ETF

iShares ESG Advanced MSCI EM ETF

iShares ESG Advanced MSCI USA ETF

iShares ESG Advanced Total USD Bond Market ETF

iShares ESG Aware 1-5 Year USD Corporate Bond ETF

iShares ESG Aware MSCI EAFE ETF

iShares ESG Aware MSCI USA ETF

iShares ESG Aware MSCI USA Growth ETF

iShares ESG Aware MSCI USA Small-Cap ETF

iShares ESG Aware MSCI USA Value ETF

iShares ESG Aware U.S. Aggregate Bond ETF

iShares ESG Aware USD Corporate Bond ETF

iShares ESG MSCI EM Leaders ETF

iShares ESG MSCI USA Leaders ETF

iShares ESG MSCI USA Min Vol Factor ETF

iShares ESG Screened S&P 500 ETF

iShares ESG Screened S&P Mid-Cap ETF

iShares ESG Screened S&P Small-Cap ETF

iShares Europe ETF

iShares Exponential Technologies ETF

iShares Factors US Growth Style ETF

iShares Fallen Angels USD Bond ETF

iShares Floating Rate Bond ETF

iShares Focused Value Factor ETF

iShares Future Cloud 5G and Tech ETF

iShares Future Metaverse Tech and Communications ETF

iShares Genomics Immunology and Healthcare ETF

iShares Global 100 ETF

iShares Global Clean Energy ETF

iShares Global Comm Services ETF


iShares Global Consumer Discretionary ETF

iShares Global Consumer Staples ETF

iShares Global Energy ETF

iShares Global Financials ETF

iShares Global Healthcare ETF

iShares Global Industrials ETF

iShares Global Infrastructure ETF

iShares Global Materials ETF

iShares Global REIT ETF

iShares Global Tech ETF

iShares Global Timber & Forestry ETF

iShares Global Utilities ETF

iShares GNMA Bond ETF

iShares Government/Credit Bond ETF

iShares High Yield Corporate Bond BuyWrite Strategy ETF

iShares High Yield Systematic Bond ETF

iShares iBonds 2024 Term High Yield and Income ETF

iShares iBonds 2025 Term High Yield and Income ETF

iShares iBonds 2026 Term High Yield and Income ETF

iShares iBonds 2027 Term High Yield and Income ETF

iShares iBonds 2028 Term High Yield and Income ETF

iShares iBonds 2029 Term High Yield and Income ETF

iShares iBonds 2030 Term High Yield and Income ETF

iShares iBonds Dec 2024 Term Corporate ETF

iShares iBonds Dec 2024 Term Muni Bond ETF

iShares iBonds Dec 2024 Term Treasury ETF

iShares iBonds Dec 2025 Term Corporate ETF

iShares iBonds Dec 2025 Term Muni Bond ETF

iShares iBonds Dec 2025 Term Treasury ETF

iShares iBonds Dec 2026 Term Corporate ETF

iShares iBonds Dec 2026 Term Muni Bond ETF

iShares iBonds Dec 2026 Term Treasury ETF

iShares iBonds Dec 2027 Term Corporate ETF

iShares iBonds Dec 2027 Term Muni Bond ETF

iShares iBonds Dec 2027 Term Treasury ETF

iShares iBonds Dec 2028 Term Corporate ETF

iShares iBonds Dec 2028 Term Muni Bond ETF

iShares iBonds Dec 2028 Term Treasury ETF

iShares iBonds Dec 2029 Term Corporate ETF

iShares iBonds Dec 2029 Term Muni Bond ETF

iShares iBonds Dec 2029 Term Treasury ETF

iShares iBonds Dec 2030 Term Corporate ETF

iShares iBonds Dec 2030 Term Treasury ETF

iShares iBonds Dec 2031 Term Corporate ETF

iShares iBonds Dec 2031 Term Treasury ETF

iShares iBonds Dec 2032 Term Corporate ETF

iShares iBonds Dec 2032 Term Treasury ETF

iShares iBonds Dec 2033 Term Corporate ETF

iShares iBonds Dec 2033 Term Treasury ETF

iShares iBonds Oct 2024 Term TIPS ETF

iShares iBonds Oct 2025 Term TIPS ETF


iShares iBonds Oct 2026 Term TIPS ETF

iShares iBonds Oct 2027 Term TIPS ETF

iShares iBonds Oct 2028 Term TIPS ETF

iShares iBonds Oct 2029 Term TIPS ETF

iShares iBonds Oct 2030 Term TIPS ETF

iShares iBonds Oct 2031 Term TIPS ETF

iShares iBonds Oct 2032 Term TIPS ETF

iShares iBonds Oct 2033 Term TIPS ETF

iShares iBoxx $ High Yield Corporate Bond ETF

iShares iBoxx $ Investment Grade Corporate Bond ETF

iShares India 50 ETF

iShares Intermediate Government/Credit Bond ETF

iShares International Developed Property ETF

iShares International Developed Real Estate ETF

iShares International Developed Small Cap Value Factor ETF

iShares International Equity Factor ETF

iShares International Dividend Growth ETF

iShares International Select Dividend ETF

iShares International Treasury Bond ETF

iShares Investment Grade Corporate Bond BuyWrite Strategy ETF

iShares Investment Grade Systematic Bond ETF

iShares J.P. Morgan Broad USD Emerging Markets Bond ETF

iShares J.P. Morgan USD Emerging Markets Bond ETF

iShares JPX-Nikkei 400 ETF

iShares Latin America 40 ETF

iShares LifePath Retirement ETF

iShares LifePath Target Date 2025 ETF

iShares LifePath Target Date 2030 ETF

iShares LifePath Target Date 2035 ETF

iShares LifePath Target Date 2040 ETF

iShares LifePath Target Date 2045 ETF

iShares LifePath Target Date 2050 ETF

iShares LifePath Target Date 2055 ETF

iShares LifePath Target Date 2060 ET

iShares LifePath Target Date 2065 ETF

iShares Lithium Miners and Producers ETF

iShares MBS ETF

iShares Morningstar Mid-Cap Value ETF

iShares Morningstar Multi-Asset Income ETF

iShares Morningstar Small-Cap ETF

iShares Morningstar U.S. Equity ETF

iShares Morningstar Value ETF

iShares Mortgage Real Estate ETF

iShares MSCI ACWI ETF

iShares MSCI ACWI ex U.S. ETF

iShares MSCI ACWI Low Carbon Target ETF

iShares MSCI All Country Asia ex Japan ETF

iShares MSCI Brazil Small-Cap ETF

iShares MSCI China ETF

iShares MSCI China A ETF

iShares MSCI China Multisector Tech ETF


iShares MSCI China Small-Cap ETF

iShares MSCI Denmark ETF

iShares MSCI EAFE ETF

iShares MSCI EAFE Growth ETF

iShares MSCI EAFE Min Vol Factor ETF

iShares MSCI EAFE Small-Cap ETF

iShares MSCI EAFE Value ETF

iShares MSCI Emerging Markets Quality Factor ETF

iShares MSCI Emerging Markets Value Factor ETF

iShares MSCI Europe Financials ETF

iShares MSCI Europe Small-Cap ETF

iShares MSCI Finland ETF

iShares MSCI Global Multifactor ETF

iShares MSCI Global Sustainable Development Goals ETF

iShares MSCI India ETF

iShares MSCI India Small-Cap ETF

iShares MSCI Indonesia ETF

iShares MSCI Intl Momentum Factor ETF

iShares MSCI Intl Quality Factor ETF

iShares MSCI Intl Size Factor ETF

iShares MSCI Intl Small-Cap Multifactor ETF

iShares MSCI Intl Value Factor ETF

iShares MSCI Ireland ETF

iShares MSCI Japan Value ETF

iShares MSCI KLD 400 Social ETF

iShares MSCI Kokusai ETF

iShares MSCI New Zealand ETF

iShares MSCI Norway ETF

iShares MSCI Philippines ETF

iShares MSCI Poland ETF

iShares MSCI UAE ETF

iShares MSCI United Kingdom ETF

iShares MSCI United Kingdom Small-Cap ETF

iShares MSCI USA ESG Select ETF

iShares MSCI USA Min Vol Factor ETF

iShares MSCI USA Momentum Factor ETF

iShares MSCI USA Quality Factor ETF

iShares MSCI USA Size Factor ETF

iShares MSCI USA Value Factor ETF

iShares MSCI Water Management Multisector ETF

iShares National Muni Bond ETF

iShares Neuroscience and Healthcare ETF

iShares New York Muni Bond ETF

iShares Paris-Aligned Climate MSCI USA ETF

iShares Paris-Aligned Climate MSCI World ex USA ETF

iShares Preferred and Income Securities ETF

iShares Residential and Multisector Real Estate ETF

iShares Robotics and Artificial Intelligence Multisector ETF

iShares Russell 1000 ETF

iShares Russell 1000 Growth ETF

iShares Russell 1000 Value ETF


iShares Russell 3000 ETF

iShares Russell Mid-Cap Value ETF

iShares Russell Top 200 ETF

iShares Russell Top 200 Growth ETF

iShares Russell Top 200 Value ETF

iShares S&P 100 ETF

iShares S&P 500 Growth ETF

iShares S&P 500 Value ETF

iShares S&P Small-Cap 600 Value ETF

iShares Select Dividend ETF

iShares Self-Driving EV and Tech ETF

iShares Short-Term National Muni Bond ETF

iShares Short Treasury Bond ETF

iShares TIPS Bond ETF

iShares Treasury Floating Rate Bond ETF

iShares U.S. Aerospace & Defense ETF

iShares U.S. Basic Materials ETF

iShares U.S. Broker-Dealers & Securities Exchanges ETF

iShares U.S. Consumer Discretionary ETF

iShares U.S. Consumer Staples ETF

iShares U.S. Energy ETF

iShares U.S. Financial Services ETF

iShares U.S. Financials ETF

iShares U.S. Fixed Income Balanced Risk Systematic ETF

iShares U.S. Healthcare ETF

iShares U.S. Healthcare Providers ETF

iShares U.S. Home Construction ETF

iShares U.S. Industrials ETF

iShares U.S. Infrastructure ETF

iShares U.S. Insurance ETF

iShares U.S. Medical Devices ETF

iShares U.S. Oil & Gas Exploration & Production ETF

iShares U.S. Oil Equipment & Services ETF

iShares U.S. Pharmaceuticals ETF

iShares U.S. Real Estate ETF

iShares U.S. Regional Banks ETF

iShares U.S. Technology ETF

iShares U.S. Telecommunications ETF

iShares U.S. Transportation ETF

iShares U.S. Treasury Bond ETF

iShares U.S. Utilities ETF

iShares US Small Cap Value Factor ETF

iShares USD Green Bond ETF

iShares USD Systematic Bond ETF

iShares Virtual Work and Life Multisector ETF

iShares U.S. ETF Trust

BlackRock Short Duration Bond ETF

BlackRock Short Maturity Municipal Bond ETF

BlackRock Ultra Short-Term Bond ETF


iShares Bloomberg Roll Select Commodity Strategy ETF

iShares Commodity Curve Carry Strategy ETF

iShares Gold Strategy ETF

iShares GSCI Commodity Dynamic Roll Strategy ETF

iShares Inflation Hedged Corporate Bond ETF

iShares Inflation Hedged High Yield Bond ETF

iShares Inflation Hedged U.S. Aggregate Bond ETF

iShares Interest Rate Hedged Corporate Bond ETF

iShares Interest Rate Hedged High Yield Bond ETF

iShares Interest Rate Hedged Long-Term Corp Bond ETF

iShares Interest Rate Hedged U.S. Aggregate Bond ETF

iShares Transition-Enabling Metals ETF

iShares Inc.

iShares Asia/Pacific Dividend ETF

iShares Core MSCI Emerging Markets ETF

iShares Currency Hedged MSCI Emerging Markets ETF

iShares Emerging Markets Dividend ETF

iShares ESG Aware MSCI EM ETF

iShares Frontier and Select EM ETF

iShares International High Yield Bond ETF

iShares J.P. Morgan EM Corporate Bond ETF

iShares J.P. Morgan EM High Yield Bond ETF

iShares J.P. Morgan EM Local Currency Bond ETF

iShares MSCI Agriculture Producers ETF

iShares MSCI Australia ETF

iShares MSCI Austria ETF

iShares MSCI Belgium ETF

iShares MSCI BIC ETF

iShares MSCI Brazil ETF

iShares MSCI Canada ETF

iShares MSCI Chile ETF

iShares MSCI Emerging Markets Asia ETF

iShares MSCI Emerging Markets ETF

iShares MSCI Emerging Markets ex China ETF

iShares MSCI Emerging Markets Min Vol Factor ETF

iShares MSCI Emerging Markets Multifactor ETF

iShares MSCI Emerging Markets Small-Cap ETF

iShares MSCI Eurozone ETF

iShares MSCI France ETF

iShares MSCI Germany ETF

iShares MSCI Global Energy Producers ETF

iShares MSCI Global Gold Miners ETF

iShares MSCI Global Metals & Mining Producers ETF

iShares MSCI Global Min Vol Factor ETF

iShares MSCI Global Silver and Metals Miners ETF

iShares MSCI Hong Kong ETF

iShares MSCI Israel ETF

iShares MSCI Italy ETF

iShares MSCI Japan ETF


iShares MSCI Japan Small-Cap ETF

iShares MSCI Malaysia ETF

iShares MSCI Mexico ETF

iShares MSCI Netherlands ETF

iShares MSCI Pacific ex Japan ETF

iShares MSCI Russia ETF

iShares MSCI Singapore ETF

iShares MSCI South Africa ETF

iShares MSCI South Korea ETF

iShares MSCI Spain ETF

iShares MSCI Sweden ETF

iShares MSCI Switzerland ETF

iShares MSCI Taiwan ETF

iShares MSCI Thailand ETF

iShares MSCI Turkey ETF

iShares MSCI USA Equal Weighted ETF

iShares MSCI World ETF

iShares US & Intl High Yield Corp Bond ETF

EX-99.(H2) 5 d635273dex99h2.htm EXHIBIT A TO THE MASTER SERVICES AGREEMENT. Exhibit A to the Master Services Agreement.

Exhibit (h.2)

EXHIBIT A

LIST OF BFA RECIPIENTS


LIST OF BFA RECIPIENTS

iShares, Inc.

iShares Asia/Pacific Dividend ETF

iShares Core MSCI Emerging Markets ETF

iShares Currency Hedged MSCI Emerging Markets ETF

iShares Emerging Markets Dividend ETF

iShares Emerging Markets Equity Factor ETF

iShares ESG Aware MSCI EM ETF

iShares Frontier and Select EM ETF

iShares International High Yield Bond ETF

iShares J.P. Morgan EM Corporate Bond ETF

iShares J.P. Morgan EM High Yield Bond ETF

iShares J.P. Morgan EM Local Currency Bond ETF

iShares MSCI Agriculture Producers ETF

iShares MSCI Australia ETF

iShares MSCI Austria ETF

iShares MSCI Belgium ETF

iShares MSCI BIC ETF

iShares MSCI Brazil ETF

iShares MSCI Canada ETF

iShares MSCI Chile ETF

iShares MSCI Emerging Markets Asia ETF

iShares MSCI Emerging Markets ETF

iShares MSCI Emerging Markets ex China ETF

iShares MSCI Emerging Markets Min Vol Factor ETF

iShares MSCI Emerging Markets Small-Cap ETF

iShares MSCI Eurozone ETF

iShares MSCI France ETF

iShares MSCI Germany ETF

iShares MSCI Global Energy Producers ETF

iShares MSCI Global Gold Miners ETF

iShares MSCI Global Metals & Mining Producers ETF

iShares MSCI Global Min Vol Factor ETF

iShares MSCI Global Silver and Metals Miners ETF

iShares MSCI Hong Kong ETF

iShares MSCI Israel ETF

iShares MSCI Italy ETF

iShares MSCI Japan ETF

iShares MSCI Japan Small-Cap ETF

iShares MSCI Malaysia ETF

iShares MSCI Mexico ETF

iShares MSCI Netherlands ETF

iShares MSCI Pacific ex Japan ETF

iShares MSCI Russia ETF

iShares MSCI Singapore ETF

iShares MSCI South Africa ETF


iShares MSCI South Korea ETF

iShares MSCI Spain ETF

iShares MSCI Sweden ETF

iShares MSCI Switzerland ETF

iShares MSCI Taiwan ETF

iShares MSCI Thailand ETF

iShares MSCI Turkey ETF

iShares MSCI USA Equal Weighted ETF

iShares MSCI World ETF

iShares US & Intl High Yield Corp Bond ETF

iShares Trust

iShares 0-3 Month Treasury Bond ETF

iShares 0-5 Year High Yield Corporate Bond ETF

iShares 0-5 Year Investment Grade Corporate Bond ETF

iShares 0-5 Year TIPS Bond ETF

iShares 1-3 Year International Treasury Bond ETF

iShares 1-3 Year Treasury Bond ETF

iShares 1-5 Year Investment Grade Corporate Bond ETF

iShares 3-7 Year Treasury Bond ETF

iShares 5-10 Year Investment Grade Corporate Bond ETF

iShares 7-10 Year Treasury Bond ETF

iShares 10+ Year Investment Grade Corporate Bond ETF

iShares 10-20 Year Treasury Bond ETF

iShares 20+ Year Treasury Bond BuyWrite Strategy ETF

iShares 20+ Year Treasury Bond ETF

iShares 25+ Year Treasury STRIPS Bond ETF

iShares Aaa - A Rated Corporate Bond ETF

iShares Agency Bond ETF

iShares Asia 50 ETF

iShares BBB Rated Corporate Bond ETF

iShares BB Rated Corporate Bond ETF

iShares Biotechnology ETF

iShares Blockchain and Tech ETF

iShares Breakthrough Environmental Solutions ETF

iShares Broad USD High Yield Corporate Bond ETF

iShares Broad USD Investment Grade Corporate Bond ETF

iShares California Muni Bond ETF

iShares China Large-Cap ETF

iShares Climate Conscious & Transition MSCI USA ETF

iShares CMBS ETF

iShares Cohen & Steers REIT ETF

iShares Convertible Bond ETF

iShares Copper and Metals Mining ETF

iShares Core 1-5 Year USD Bond ETF

iShares Core 5-10 Year USD Bond ETF

iShares Core 10+ Year USD Bond ETF


iShares Core Aggressive Allocation ETF

iShares Core Conservative Allocation ETF

iShares Core Dividend ETF

iShares Core Dividend Growth ETF

iShares Core Growth Allocation ETF

iShares Core High Dividend ETF

iShares Core International Aggregate Bond ETF

iShares Core Moderate Allocation ETF

iShares Core MSCI EAFE ETF

iShares Core MSCI Europe ETF

iShares Core MSCI International Developed Markets ETF

iShares Core MSCI Pacific ETF

iShares Core MSCI Total International Stock ETF

iShares Core S&P 500 ETF

iShares Core S&P Mid-Cap ETF

iShares Core S&P Small-Cap ETF

iShares Core S&P Total U.S. Stock Market ETF

iShares Core S&P U.S. Growth ETF

iShares Core S&P U.S. Value ETF

iShares Core Total USD Bond Market ETF

iShares Core U.S. Aggregate Bond ETF

iShares Core U.S. REIT ETF

iShares Currency Hedged MSCI ACWI ex U.S. ETF

iShares Currency Hedged MSCI EAFE ETF

iShares Currency Hedged MSCI EAFE Small-Cap ETF

iShares Currency Hedged MSCI Eurozone ETF

iShares Currency Hedged MSCI Germany ETF

iShares Currency Hedged MSCI Japan ETF

iShares Cybersecurity and Tech ETF

iShares Dow Jones U.S. ETF

iShares Emergent Food and AgTech Multisector ETF

iShares Emerging Markets Infrastructure ETF

iShares Environmental Infrastructure and Industrials ETF

iShares Environmentally Aware Real Estate ETF

iShares ESG Advanced High Yield Corporate Bond ETF

iShares ESG Advanced Investment Grade Corporate Bond ETF

iShares ESG Advanced MSCI EAFE ETF

iShares ESG Advanced MSCI EM ETF

iShares ESG Advanced MSCI USA ETF

iShares ESG Advanced Total USD Bond Market ETF

iShares ESG Aware 1-5 Year USD Corporate Bond ETF

iShares ESG Aware Aggressive Allocation ETF

iShares ESG Aware Conservative Allocation ETF

iShares ESG Aware Growth Allocation ETF

iShares ESG Aware Moderate Allocation ETF

iShares ESG Aware MSCI EAFE ETF

iShares ESG Aware MSCI USA ETF

iShares ESG Aware MSCI USA Growth ETF


iShares ESG Aware MSCI USA Small-Cap ETF

iShares ESG Aware MSCI USA Value ETF

iShares ESG Aware U.S. Aggregate Bond ETF

iShares ESG Aware USD Corporate Bond ETF

iShares ESG MSCI EM Leaders ETF

iShares ESG MSCI USA Leaders ETF

iShares ESG MSCI USA Min Vol Factor ETF

iShares ESG Screened S&P 500 ETF

iShares ESG Screened S&P Mid-Cap ETF

iShares ESG Screened S&P Small-Cap ETF

iShares Europe ETF

iShares Expanded Tech Sector ETF

iShares Expanded Tech-Software Sector ETF

iShares Exponential Technologies ETF

iShares Factors US Growth Style ETF

iShares Fallen Angels USD Bond ETF

iShares Floating Rate Bond ETF

iShares Focused Value Factor ETF

iShares Future Cloud 5G and Tech ETF

iShares Future Metaverse Tech and Communications ETF

iShares Genomics Immunology and Healthcare ETF

iShares Global 100 ETF

iShares Global Clean Energy ETF

iShares Global Comm Services ETF

iShares Global Consumer Discretionary ETF

iShares Global Consumer Staples ETF

iShares Global Energy ETF

iShares Global Equity Factor ETF

iShares Global Financials ETF

iShares Global Healthcare ETF

iShares Global Industrials ETF

iShares Global Infrastructure ETF

iShares Global Materials ETF

iShares Global REIT ETF

iShares Global Tech ETF

iShares Global Timber & Forestry ETF

iShares Global Utilities ETF

iShares GNMA Bond ETF

iShares Government/Credit Bond ETF

iShares High Yield Corporate Bond BuyWrite Strategy ETF

iShares High Yield Systematic Bond ETF

iShares iBonds 2024 Term High Yield and Income ETF

iShares iBonds 2025 Term High Yield and Income ETF

iShares iBonds 2026 Term High Yield and Income ETF

iShares iBonds 2027 Term High Yield and Income ETF

iShares iBonds 2028 Term High Yield and Income ETF

iShares iBonds 2029 Term High Yield and Income ETF

iShares iBonds 2030 Term High Yield and Income ETF


iShares iBonds Dec 2024 Term Corporate ETF

iShares iBonds Dec 2024 Term Muni Bond ETF

iShares iBonds Dec 2024 Term Treasury ETF

iShares iBonds Dec 2025 Term Corporate ETF

iShares iBonds Dec 2025 Term Muni Bond ETF

iShares iBonds Dec 2025 Term Treasury ETF

iShares iBonds Dec 2026 Term Corporate ETF

iShares iBonds Dec 2026 Term Muni Bond ETF

iShares iBonds Dec 2026 Term Treasury ETF

iShares iBonds Dec 2027 Term Corporate ETF

iShares iBonds Dec 2027 Term Muni Bond ETF

iShares iBonds Dec 2027 Term Treasury ETF

iShares iBonds Dec 2028 Term Corporate ETF

iShares iBonds Dec 2028 Term Muni Bond ETF

iShares iBonds Dec 2028 Term Treasury ETF

iShares iBonds Dec 2029 Term Corporate ETF

iShares iBonds Dec 2029 Term Muni Bond ETF

iShares iBonds Dec 2029 Term Treasury ETF

iShares iBonds Dec 2030 Term Corporate ETF

iShares iBonds Dec 2030 Term Treasury ETF

iShares iBonds Dec 2031 Term Corporate ETF

iShares iBonds Dec 2031 Term Treasury ETF

iShares iBonds Dec 2032 Term Corporate ETF

iShares iBonds Dec 2032 Term Treasury ETF

iShares iBonds Dec 2033 Term Corporate ETF

iShares iBonds Dec 2033 Term Treasury ETF

iShares iBonds Oct 2024 Term TIPS ETF

iShares iBonds Oct 2025 Term TIPS ETF

iShares iBonds Oct 2026 Term TIPS ETF

iShares iBonds Oct 2027 Term TIPS ETF

iShares iBonds Oct 2028 Term TIPS ETF

iShares iBonds Oct 2029 Term TIPS ETF

iShares iBonds Oct 2030 Term TIPS ETF

iShares iBonds Oct 2031 Term TIPS ETF

iShares iBonds Oct 2032 Term TIPS ETF

iShares iBonds Oct 2033 Term TIPS ETF

iShares iBoxx $ High Yield Corporate Bond ETF

iShares iBoxx $ Investment Grade Corporate Bond ETF

iShares India 50 ETF

iShares Intermediate Government/Credit Bond ETF

iShares International Developed Property ETF

iShares International Developed Real Estate ETF

iShares International Developed Small Cap Value Factor ETF

iShares International Dividend Growth ETF

iShares International Select Dividend ETF

iShares International Small-Cap Equity Factor ETF

iShares International Equity Factor ETF

iShares International Treasury Bond ETF


iShares Investment Grade Corporate Bond BuyWrite Strategy ETF

iShares Investment Grade Systematic Bond ETF

iShares J.P. Morgan Broad USD Emerging Markets Bond ETF

iShares J.P. Morgan USD Emerging Markets Bond ETF

iShares JPX-Nikkei 400 ETF

iShares Latin America 40 ETF

iShares LifePath Retirement ETF

iShares LifePath Target Date 2025 ETF

iShares LifePath Target Date 2030 ETF

iShares LifePath Target Date 2035 ETF

iShares LifePath Target Date 2040 ETF

iShares LifePath Target Date 2045 ETF

iShares LifePath Target Date 2050 ETF

iShares LifePath Target Date 2055 ETF

iShares LifePath Target Date 2060 ET

iShares LifePath Target Date 2065 ETF

iShares Lithium Miners and Producers ETF

iShares MBS ETF

iShares Micro-Cap ETF

iShares Morningstar Growth ETF

iShares Morningstar Mid-Cap ETF

iShares Morningstar Mid-Cap Growth ETF

iShares Morningstar Mid-Cap Value ETF

iShares Morningstar Multi-Asset Income ETF

iShares Morningstar Small-Cap ETF

iShares Morningstar Small-Cap Growth ETF

iShares Morningstar Small-Cap Value ETF

iShares Morningstar U.S. Equity ETF

iShares Morningstar Value ETF

iShares Mortgage Real Estate ETF

iShares MSCI ACWI ETF

iShares MSCI ACWI ex U.S. ETF

iShares MSCI ACWI Low Carbon Target ETF

iShares MSCI All Country Asia ex Japan ETF

iShares MSCI Brazil Small-Cap ETF

iShares MSCI China A ETF

iShares MSCI China ETF

iShares MSCI China Multisector Tech ETF

iShares MSCI China Small-Cap ETF

iShares MSCI Denmark ETF

iShares MSCI EAFE ETF

iShares MSCI EAFE Growth ETF

iShares MSCI EAFE Min Vol Factor ETF

iShares MSCI EAFE Small-Cap ETF

iShares MSCI EAFE Value ETF

iShares MSCI Emerging Markets Quality Factor ETF

iShares MSCI Emerging Markets Value Factor ETF

iShares MSCI Europe Financials ETF


iShares MSCI Europe Small-Cap ETF

iShares MSCI Finland ETF

iShares MSCI Global Sustainable Development Goals ETF

iShares MSCI India ETF

iShares MSCI India Small-Cap ETF

iShares MSCI Indonesia ETF

iShares MSCI Intl Momentum Factor ETF

iShares MSCI Intl Quality Factor ETF

iShares MSCI Intl Size Factor ETF

iShares MSCI Intl Value Factor ETF

iShares MSCI Ireland ETF

iShares MSCI Japan Value ETF

iShares MSCI KLD 400 Social ETF

iShares MSCI Kokusai ETF

iShares MSCI Kuwait ETF

iShares MSCI New Zealand ETF

iShares MSCI Norway ETF

iShares MSCI Peru and Global Exposure ETF

iShares MSCI Philippines ETF

iShares MSCI Poland ETF

iShares MSCI Qatar ETF

iShares MSCI Saudi Arabia ETF

iShares MSCI UAE ETF

iShares MSCI United Kingdom ETF

iShares MSCI United Kingdom Small-Cap ETF

iShares MSCI USA ESG Select ETF

iShares MSCI USA Min Vol Factor ETF

iShares MSCI USA Momentum Factor ETF

iShares MSCI USA Quality Factor ETF

iShares MSCI USA Size Factor ETF

iShares MSCI USA Small-Cap Min Vol Factor ETF

iShares MSCI USA Value Factor ETF

iShares MSCI Water Management Multisector ETF

iShares National Muni Bond ETF

iShares Neuroscience and Healthcare ETF

iShares New York Muni Bond ETF

iShares North American Natural Resources ETF

iShares Paris-Aligned Climate MSCI USA ETF

iShares Paris-Aligned Climate MSCI World ex USA ETF

iShares Preferred and Income Securities ETF

iShares Residential and Multisector Real Estate ETF

iShares Robotics and Artificial Intelligence Multisector ETF

iShares Russell 1000 ETF

iShares Russell 1000 Growth ETF

iShares Russell 1000 Value ETF

iShares Russell 2000 ETF

iShares Russell 2000 Growth ETF

iShares Russell 2000 Value ETF


iShares Russell 2500 ETF

iShares Russell 3000 ETF

iShares Russell Mid-Cap ETF

iShares Russell Mid-Cap Growth ETF

iShares Russell Mid-Cap Value ETF

iShares Russell Top 200 ETF

iShares Russell Top 200 Growth ETF

iShares Russell Top 200 Value ETF

iShares S&P 100 ETF

iShares S&P 500 Growth ETF

iShares S&P 500 Value ETF

iShares S&P Mid-Cap 400 Growth ETF

iShares S&P Mid-Cap 400 Value ETF

iShares S&P Small-Cap 600 Growth ETF

iShares S&P Small-Cap 600 Value ETF

iShares Select Dividend ETF

iShares Self-Driving EV and Tech ETF

iShares Semiconductor ETF

iShares Short-Term National Muni Bond ETF

iShares Short Treasury Bond ETF

iShares TIPS Bond ETF

iShares Treasury Floating Rate Bond ETF

iShares U.S. Aerospace & Defense ETF

iShares U.S. Basic Materials ETF

iShares U.S. Broker-Dealers & Securities Exchanges ETF

iShares U.S. Consumer Discretionary ETF

iShares U.S. Consumer Staples ETF

iShares U.S. Digital Infrastructure and Real Estate ETF

iShares U.S. Energy ETF

iShares U.S. Equity Factor ETF

iShares U.S. Financial Services ETF

iShares U.S. Financials ETF

iShares U.S. Fixed Income Balanced Risk Systematic ETF

iShares U.S. Healthcare ETF

iShares U.S. Healthcare Providers ETF

iShares U.S. Home Construction ETF

iShares U.S. Industrials ETF

iShares U.S. Infrastructure ETF

iShares U.S. Insurance ETF

iShares U.S. Medical Devices ETF

iShares U.S. Oil & Gas Exploration & Production ETF

iShares U.S. Oil Equipment & Services ETF

iShares U.S. Pharmaceuticals ETF

iShares U.S. Real Estate ETF

iShares U.S. Regional Banks ETF

iShares U.S. Small-Cap Equity Factor ETF

iShares U.S. Technology ETF

iShares U.S. Tech Breakthrough Multisector ETF


iShares U.S. Telecommunications ETF

iShares U.S. Transportation ETF

iShares U.S. Treasury Bond ETF

iShares U.S. Utilities ETF

iShares US Small Cap Value Factor ETF

iShares USD Green Bond ETF

iShares USD Systematic Bond ETF

iShares Virtual Work and Life Multisector ETF

iShares Yield Optimized Bond ETF

iShares U.S. ETF Trust

BlackRock Short Duration Bond ETF

BlackRock Short Maturity Municipal Bond ETF

BlackRock Ultra Short-Term Bond ETF

iShares Bloomberg Roll Select Commodity Strategy ETF

iShares Commodity Curve Carry Strategy ETF

iShares Gold Strategy ETF

iShares GSCI Commodity Dynamic Roll Strategy ETF

iShares Inflation Hedged Corporate Bond ETF

iShares Inflation Hedged High Yield Bond ETF

iShares Inflation Hedged U.S. Aggregate Bond ETF

iShares Interest Rate Hedged Corporate Bond ETF

iShares Interest Rate Hedged High Yield Bond ETF

iShares Interest Rate Hedged Long-Term Corporate Bond ETF

iShares Interest Rate Hedged U.S. Aggregate Bond ETF

iShares Transition-Enabling Metals ETF

iShares U.S. Consumer Focused ETF

iShares U.S. Tech Independence Focused ETF

EX-99.(H6) 6 d635273dex99h6.htm SCHEDULE A TO THE FIFTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT Schedule A to the Fifth Amended and Restated Securities Lending Agency Agreement

Exhibit (h.6)

Schedule A

Funds

iShares, Inc.

iShares Asia/Pacific Dividend ETF

iShares Core MSCI Emerging Markets ETF

iShares Currency Hedged MSCI Emerging Markets ETF

iShares Emerging Markets Dividend ETF

iShares Emerging Markets Equity Factor ETF

iShares ESG Aware MSCI EM ETF

iShares Frontier and Select EM ETF

iShares International High Yield Bond ETF

iShares J.P. Morgan EM Corporate Bond ETF

iShares J.P. Morgan EM High Yield Bond ETF

iShares J.P. Morgan EM Local Currency Bond ETF

iShares MSCI Agriculture Producers ETF

iShares MSCI Australia ETF

iShares MSCI Austria ETF

iShares MSCI Belgium ETF

iShares MSCI BIC ETF

iShares MSCI Brazil ETF

iShares MSCI Canada ETF

iShares MSCI Chile ETF

iShares MSCI Emerging Markets Asia ETF

iShares MSCI Emerging Markets ETF

iShares MSCI Emerging Markets ex China ETF

iShares MSCI Emerging Markets Min Vol Factor ETF

iShares MSCI Emerging Markets Small-Cap ETF

iShares MSCI Eurozone ETF

iShares MSCI France ETF

iShares MSCI Germany ETF

iShares MSCI Global Energy Producers ETF

iShares MSCI Global Gold Miners ETF

iShares MSCI Global Metals & Mining Producers ETF

iShares MSCI Global Min Vol Factor ETF

iShares MSCI Global Silver and Metals Miners ETF

iShares MSCI Hong Kong ETF

iShares MSCI Israel ETF

iShares MSCI Italy ETF

iShares MSCI Japan ETF

iShares MSCI Japan Small-Cap ETF

iShares MSCI Malaysia ETF

iShares MSCI Mexico ETF

iShares MSCI Netherlands ETF


iShares MSCI Pacific ex Japan ETF

iShares MSCI Russia ETF

iShares MSCI Singapore ETF

iShares MSCI South Africa ETF

iShares MSCI South Korea ETF

iShares MSCI Spain ETF

iShares MSCI Sweden ETF

iShares MSCI Switzerland ETF

iShares MSCI Taiwan ETF

iShares MSCI Thailand ETF

iShares MSCI Turkey ETF

iShares MSCI USA Equal Weighted ETF

iShares MSCI World ETF

iShares US & Intl High Yield Corp Bond ETF

iShares Trust

iShares 0-3 Month Treasury Bond ETF

iShares 0-5 Year High Yield Corporate Bond ETF

iShares 0-5 Year Investment Grade Corporate Bond ETF

iShares 0-5 Year TIPS Bond ETF

iShares 1-3 Year International Treasury Bond ETF

iShares 1-3 Year Treasury Bond ETF

iShares 1-5 Year Investment Grade Corporate Bond ETF

iShares 3-7 Year Treasury Bond ETF

iShares 5-10 Year Investment Grade Corporate Bond ETF

iShares 7-10 Year Treasury Bond ETF

iShares 10+ Year Investment Grade Corporate Bond ETF

iShares 10-20 Year Treasury Bond ETF

iShares 20+ Year Treasury Bond BuyWrite Strategy ETF

iShares 20+ Year Treasury Bond ETF

iShares 25+ Year Treasury STRIPS Bond ETF

iShares Aaa - A Rated Corporate Bond ETF

iShares Agency Bond ETF

iShares Asia 50 ETF

iShares BBB Rated Corporate Bond ETF

iShares BB Rated Corporate Bond ETF

iShares Biotechnology ETF

iShares Blockchain and Tech ETF

iShares Breakthrough Environmental Solutions ETF

iShares Broad USD High Yield Corporate Bond ETF

iShares Broad USD Investment Grade Corporate Bond ETF

iShares California Muni Bond ETF

iShares China Large-Cap ETF

iShares Climate Conscious & Transition MSCI USA ETF


iShares CMBS ETF

iShares Cohen & Steers REIT ETF

iShares Convertible Bond ETF

iShares Copper and Metals Mining ETF

iShares Core 1-5 Year USD Bond ETF

iShares Core 5-10 Year USD Bond ETF

iShares Core 10+ Year USD Bond ETF

iShares Core Aggressive Allocation ETF

iShares Core Conservative Allocation ETF

iShares Core Dividend ETF

iShares Core Dividend Growth ETF

iShares Core Growth Allocation ETF

iShares Core High Dividend ETF

iShares Core International Aggregate Bond ETF

iShares Core Moderate Allocation ETF

iShares Core MSCI EAFE ETF

iShares Core MSCI Europe ETF

iShares Core MSCI International Developed Markets ETF

iShares Core MSCI Pacific ETF

iShares Core MSCI Total International Stock ETF

iShares Core S&P 500 ETF

iShares Core S&P Mid-Cap ETF

iShares Core S&P Small-Cap ETF

iShares Core S&P Total U.S. Stock Market ETF

iShares Core S&P U.S. Growth ETF

iShares Core S&P U.S. Value ETF

iShares Core Total USD Bond Market ETF

iShares Core U.S. Aggregate Bond ETF

iShares Core U.S. REIT ETF

iShares Currency Hedged MSCI ACWI ex U.S. ETF

iShares Currency Hedged MSCI EAFE ETF

iShares Currency Hedged MSCI EAFE Small-Cap ETF

iShares Currency Hedged MSCI Eurozone ETF

iShares Currency Hedged MSCI Germany ETF

iShares Currency Hedged MSCI Japan ETF

iShares Cybersecurity and Tech ETF

iShares Dow Jones U.S. ETF

iShares Emergent Food and AgTech Multisector ETF

iShares Emerging Markets Infrastructure ETF

iShares Environmental Infrastructure and Industrials ETF

iShares Environmentally Aware Real Estate ETF

iShares ESG Advanced High Yield Corporate Bond ETF

iShares ESG Advanced Investment Grade Corporate Bond ETF

iShares ESG Advanced MSCI EAFE ETF

iShares ESG Advanced MSCI EM ETF

iShares ESG Advanced MSCI USA ETF


iShares ESG Advanced Total USD Bond Market ETF

iShares ESG Aware 1-5 Year USD Corporate Bond ETF

iShares ESG Aware Aggressive Allocation ETF

iShares ESG Aware Conservative Allocation ETF

iShares ESG Aware Growth Allocation ETF

iShares ESG Aware Moderate Allocation ETF

iShares ESG Aware MSCI EAFE ETF

iShares ESG Aware MSCI USA ETF

iShares ESG Aware MSCI USA Growth ETF

iShares ESG Aware MSCI USA Small-Cap ETF

iShares ESG Aware MSCI USA Value ETF

iShares ESG Aware U.S. Aggregate Bond ETF

iShares ESG Aware USD Corporate Bond ETF

iShares ESG MSCI EM Leaders ETF

iShares ESG MSCI USA Leaders ETF

iShares ESG MSCI USA Min Vol Factor ETF

iShares ESG Screened S&P 500 ETF

iShares ESG Screened S&P Mid-Cap ETF

iShares ESG Screened S&P Small-Cap ETF

iShares Europe ETF

iShares Expanded Tech Sector ETF

iShares Expanded Tech-Software Sector ETF

iShares Exponential Technologies ETF

iShares Factors US Growth Style ETF

iShares Fallen Angels USD Bond ETF

iShares Floating Rate Bond ETF

iShares Focused Value Factor ETF

iShares Future Cloud 5G and Tech ETF

iShares Future Metaverse Tech and Communications ETF

iShares Genomics Immunology and Healthcare ETF

iShares Global 100 ETF

iShares Global Clean Energy ETF

iShares Global Comm Services ETF

iShares Global Consumer Discretionary ETF

iShares Global Consumer Staples ETF

iShares Global Energy ETF

iShares Global Equity Factor ETF

iShares Global Financials ETF

iShares Global Healthcare ETF

iShares Global Industrials ETF

iShares Global Infrastructure ETF

iShares Global Materials ETF

iShares Global REIT ETF

iShares Global Tech ETF

iShares Global Timber & Forestry ETF

iShares Global Utilities ETF


iShares GNMA Bond ETF

iShares Government/Credit Bond ETF

iShares High Yield Corporate Bond BuyWrite Strategy ETF

iShares High Yield Systematic Bond ETF

iShares iBonds 2024 Term High Yield and Income ETF

iShares iBonds 2025 Term High Yield and Income ETF

iShares iBonds 2026 Term High Yield and Income ETF

iShares iBonds 2027 Term High Yield and Income ETF

iShares iBonds 2028 Term High Yield and Income ETF

iShares iBonds 2029 Term High Yield and Income ETF

iShares iBonds 2030 Term High Yield and Income ETF

iShares iBonds Dec 2024 Term Corporate ETF

iShares iBonds Dec 2024 Term Muni Bond ETF

iShares iBonds Dec 2024 Term Treasury ETF

iShares iBonds Dec 2025 Term Corporate ETF

iShares iBonds Dec 2025 Term Muni Bond ETF

iShares iBonds Dec 2025 Term Treasury ETF

iShares iBonds Dec 2026 Term Corporate ETF

iShares iBonds Dec 2026 Term Muni Bond ETF

iShares iBonds Dec 2026 Term Treasury ETF

iShares iBonds Dec 2027 Term Corporate ETF

iShares iBonds Dec 2027 Term Muni Bond ETF

iShares iBonds Dec 2027 Term Treasury ETF

iShares iBonds Dec 2028 Term Corporate ETF

iShares iBonds Dec 2028 Term Muni Bond ETF

iShares iBonds Dec 2028 Term Treasury ETF

iShares iBonds Dec 2029 Term Corporate ETF

iShares iBonds Dec 2029 Term Muni Bond ETF

iShares iBonds Dec 2029 Term Treasury ETF

iShares iBonds Dec 2030 Term Corporate ETF

iShares iBonds Dec 2030 Term Treasury ETF

iShares iBonds Dec 2031 Term Corporate ETF

iShares iBonds Dec 2031 Term Treasury ETF

iShares iBonds Dec 2032 Term Corporate ETF

iShares iBonds Dec 2032 Term Treasury ETF

iShares iBonds Dec 2033 Term Corporate ETF

iShares iBonds Dec 2033 Term Treasury ETF

iShares iBonds Oct 2024 Term TIPS ETF

iShares iBonds Oct 2025 Term TIPS ETF

iShares iBonds Oct 2026 Term TIPS ETF

iShares iBonds Oct 2027 Term TIPS ETF

iShares iBonds Oct 2028 Term TIPS ETF

iShares iBonds Oct 2029 Term TIPS ETF

iShares iBonds Oct 2030 Term TIPS ETF

iShares iBonds Oct 2031 Term TIPS ETF

iShares iBonds Oct 2032 Term TIPS ETF


iShares iBonds Oct 2033 Term TIPS ETF

iShares iBoxx $ High Yield Corporate Bond ETF

iShares iBoxx $ Investment Grade Corporate Bond ETF

iShares India 50 ETF

iShares Intermediate Government/Credit Bond ETF

iShares International Developed Property ETF

iShares International Developed Real Estate ETF

iShares International Developed Small Cap Value Factor ETF

iShares International Dividend Growth ETF

iShares International Equity Factor ETF

iShares International Select Dividend ETF

iShares International Small-Cap Equity Factor ETF

iShares International Treasury Bond ETF

iShares Investment Grade Corporate Bond BuyWrite Strategy ETF

iShares Investment Grade Systematic Bond ETF

iShares J.P. Morgan Broad USD Emerging Markets Bond ETF

iShares J.P. Morgan USD Emerging Markets Bond ETF

iShares JPX-Nikkei 400 ETF

iShares Latin America 40 ETF

iShares LifePath Retirement ETF

iShares LifePath Target Date 2025 ETF

iShares LifePath Target Date 2030 ETF

iShares LifePath Target Date 2035 ETF

iShares LifePath Target Date 2040 ETF

iShares LifePath Target Date 2045 ETF

iShares LifePath Target Date 2050 ETF

iShares LifePath Target Date 2055 ETF

iShares LifePath Target Date 2060 ET

iShares LifePath Target Date 2065 ETF

iShares Lithium Miners and Producers ETF

iShares MBS ETF

iShares Micro-Cap ETF

iShares Morningstar Growth ETF

iShares Morningstar Mid-Cap ETF

iShares Morningstar Mid-Cap Growth ETF

iShares Morningstar Mid-Cap Value ETF

iShares Morningstar Multi-Asset Income ETF

iShares Morningstar Small-Cap ETF

iShares Morningstar Small-Cap Growth ETF

iShares Morningstar Small-Cap Value ETF

iShares Morningstar U.S. Equity ETF

iShares Morningstar Value ETF

iShares Mortgage Real Estate ETF

iShares MSCI ACWI ETF

iShares MSCI ACWI ex U.S. ETF

iShares MSCI ACWI Low Carbon Target ETF


iShares MSCI All Country Asia ex Japan ETF

iShares MSCI Brazil Small-Cap ETF

iShares MSCI China A ETF

iShares MSCI China ETF

iShares MSCI China Multisector Tech ETF

iShares MSCI China Small-Cap ETF

iShares MSCI Denmark ETF

iShares MSCI EAFE ETF

iShares MSCI EAFE Growth ETF

iShares MSCI EAFE Min Vol Factor ETF

iShares MSCI EAFE Small-Cap ETF

iShares MSCI EAFE Value ETF

iShares MSCI Emerging Markets Quality Factor ETF

iShares MSCI Emerging Markets Value Factor ETF

iShares MSCI Europe Financials ETF

iShares MSCI Europe Small-Cap ETF

iShares MSCI Finland ETF

iShares MSCI Global Sustainable Development Goals ETF

iShares MSCI India ETF

iShares MSCI India Small-Cap ETF

iShares MSCI Indonesia ETF

iShares MSCI Intl Momentum Factor ETF

iShares MSCI Intl Quality Factor ETF

iShares MSCI Intl Size Factor ETF

iShares MSCI Intl Value Factor ETF

iShares MSCI Ireland ETF

iShares MSCI Japan Value ETF

iShares MSCI KLD 400 Social ETF

iShares MSCI Kokusai ETF

iShares MSCI Kuwait ETF

iShares MSCI New Zealand ETF

iShares MSCI Norway ETF

iShares MSCI Peru and Global Exposure ETF

iShares MSCI Philippines ETF

iShares MSCI Poland ETF

iShares MSCI Qatar ETF

iShares MSCI Saudi Arabia ETF

iShares MSCI UAE ETF

iShares MSCI United Kingdom ETF

iShares MSCI United Kingdom Small-Cap ETF

iShares MSCI USA ESG Select ETF

iShares MSCI USA Min Vol Factor ETF

iShares MSCI USA Momentum Factor ETF

iShares MSCI USA Quality Factor ETF

iShares MSCI USA Size Factor ETF

iShares MSCI USA Small-Cap Min Vol Factor ETF


iShares MSCI USA Value Factor ETF

iShares MSCI Water Management Multisector ETF

iShares National Muni Bond ETF

iShares Neuroscience and Healthcare ETF

iShares New York Muni Bond ETF

iShares North American Natural Resources ETF

iShares Paris-Aligned Climate MSCI USA ETF

iShares Paris-Aligned Climate MSCI World ex USA ETF

iShares Preferred and Income Securities ETF

iShares Residential and Multisector Real Estate ETF

iShares Robotics and Artificial Intelligence Multisector ETF

iShares Russell 1000 ETF

iShares Russell 1000 Growth ETF

iShares Russell 1000 Value ETF

iShares Russell 2000 ETF

iShares Russell 2000 Growth ETF

iShares Russell 2000 Value ETF

iShares Russell 2500 ETF

iShares Russell 3000 ETF

iShares Russell Mid-Cap ETF

iShares Russell Mid-Cap Growth ETF

iShares Russell Mid-Cap Value ETF

iShares Russell Top 200 ETF

iShares Russell Top 200 Growth ETF

iShares Russell Top 200 Value ETF

iShares S&P 100 ETF

iShares S&P 500 Growth ETF

iShares S&P 500 Value ETF

iShares S&P Mid-Cap 400 Growth ETF

iShares S&P Mid-Cap 400 Value ETF

iShares S&P Small-Cap 600 Growth ETF

iShares S&P Small-Cap 600 Value ETF

iShares Select Dividend ETF

iShares Self-Driving EV and Tech ETF

iShares Semiconductor ETF

iShares Short-Term National Muni Bond ETF

iShares Short Treasury Bond ETF

iShares TIPS Bond ETF

iShares Treasury Floating Rate Bond ETF

iShares U.S. Aerospace & Defense ETF

iShares U.S. Basic Materials ETF

iShares U.S. Broker-Dealers & Securities Exchanges ETF

iShares U.S. Consumer Discretionary ETF

iShares U.S. Consumer Staples ETF

iShares U.S. Digital Infrastructure and Real Estate ETF


iShares U.S. Energy ETF

iShares U.S. Equity Factor ETF

iShares U.S. Financial Services ETF

iShares U.S. Financials ETF

iShares U.S. Fixed Income Balanced Risk Systematic ETF

iShares U.S. Healthcare ETF

iShares U.S. Healthcare Providers ETF

iShares U.S. Home Construction ETF

iShares U.S. Industrials ETF

iShares U.S. Infrastructure ETF

iShares U.S. Insurance ETF

iShares U.S. Medical Devices ETF

iShares U.S. Oil & Gas Exploration & Production ETF

iShares U.S. Oil Equipment & Services ETF

iShares U.S. Pharmaceuticals ETF

iShares U.S. Real Estate ETF

iShares U.S. Regional Banks ETF

iShares U.S. Small-Cap Equity Factor ETF

iShares U.S. Technology ETF

iShares U.S. Tech Breakthrough Multisector ETF

iShares U.S. Telecommunications ETF

iShares U.S. Transportation ETF

iShares U.S. Treasury Bond ETF

iShares U.S. Utilities ETF

iShares US Small Cap Value Factor ETF

iShares USD Green Bond ETF

iShares USD Systematic Bond ETF

iShares Virtual Work and Life Multisector ETF

iShares Yield Optimized Bond ETF

iShares U.S. ETF Trust

BlackRock Short Duration Bond ETF

BlackRock Short Maturity Municipal Bond ETF

BlackRock Ultra Short-Term Bond ETF

iShares Bloomberg Roll Select Commodity Strategy ETF

iShares Commodity Curve Carry Strategy ETF

iShares Gold Strategy ETF

iShares GSCI Commodity Dynamic Roll Strategy ETF

iShares Inflation Hedged Corporate Bond ETF

iShares Inflation Hedged High Yield Bond ETF

iShares Inflation Hedged U.S. Aggregate Bond ETF

iShares Interest Rate Hedged Corporate Bond ETF

iShares Interest Rate Hedged High Yield Bond ETF

iShares Interest Rate Hedged Long-Term Corporate Bond ETF

iShares Interest Rate Hedged U.S. Aggregate Bond ETF

iShares Transition-Enabling Metals ETF


iShares U.S. Consumer Focused ETF

iShares U.S. Tech Independence Focused ETF

Approved by the Board of Trustees of iShares Trust on December 14, 2023 and the Board of Trustees of iShares U.S ETF Trust and the Board of Directors of iShares, Inc. on September 28, 2023.

EX-99.(H29) 7 d635273dex99h29.htm 12D1-4 FUND OF FUNDS INVESTMENT AGREEMENT BETWEEN ISHARES, INC. AND WISDOMTREE 12d1-4 Fund of Funds Investment Agreement between iShares, Inc. and WisdomTree

Exhibit (h.29)

BLACKROCK RULE 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement’’), dated as of December 18, 2023 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.

 

1.

Terms of Investment.

 

  (a)

In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

 

  (i)

In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds).

 

1


  (ii)

Timing/advance notice of redemptions.

 

  1.

With respect to Enumerated Funds (as defined on Schedule B), the Acquiring Fund will use reasonable efforts to provide the required advanced notification specified in the 12d1-4 List (as defined below). Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Fund’s best interests. This provision shall only apply in connection with any investment made by an Acquiring Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market).

 

  2.

The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

 

  (iii)

Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

 

  (b)

In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.

 

2.

Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

 

2


3.

Representations of the Acquiring Funds.

 

  (a)

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(l)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

 

  (b)

An Acquiring Fund shall promptly notify an Acquired Fund:

 

  i.

of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;

 

  ii.

of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities;

 

  iii.

where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting securities; and

 

  iv.

if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), or (iii) above.

 

  (c)

Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies.

 

  (d)

The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the Acquiring Fund’s full portfolio is sub-advised by any affiliate of BlackRock, Inc.

 

  (e)

An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.

 

3


  (f)

Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in the Ineligible Funds (as defined in Schedule B) and that the Enumerated Funds are subject to certain additional conditions described on the list of Ineligible Funds and Enumerated Funds (the “12d1-4 List”). Each Acquiring Fund acknowledges that the 12dl-4 List is available as described in Schedule B, and further acknowledges that it is an Acquiring Fund’s obligation to review the 12dl-4 List on an ongoing basis for any changes which may occur from time to time.

 

4.

Indemnification.

 

  (a)

Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its 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 Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement.

 

  (b)

Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.

 

  (c)

Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series.

 

5.

Use of Name.

 

  (a)

To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to:

 

  i.

Refer to such Acquired Fund by its legal name, for example, the “iShares® [Index Provider (when required)] [Exposure] ETF” (e.g., iShares U.S. Financial Services ETF or iShares Core S&P 500 ETF or iShares MSCI ACWI ETF) upon first reference to such Acquired Fund, and by its legal name or its ticker symbol for subsequent references; and

 

4


  ii.

Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable:

iShares® is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the iShares® Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

 

  (b)

No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with BlackRock.

 

6.

Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is required hereunder to update, supplement or otherwise amend the 12dl-4 List.

 

If to the Acquiring Funds:    If to the Acquired Funds:
   iShares ETFs:
   Email: Group12d14@blackrock.com
As set forth on Schedule C   
   BlackRock Mutual Funds and Active ETFs:
   Email:
   GroupOfficeofRegisteredFunds@blackrock.com

 

5


7.

Additional Acquiring Funds.

In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.

 

8.

Governing Law; Counterparts.

 

  (a)

This Agreement will be governed by Delaware law without regard to choice of law principles.

 

  (b)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document.

 

9.

Term and Termination; Assignment; Amendment.

 

  (a)

This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b).

 

  (b)

This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(l)(A) limits in reliance on the Rule.

 

  (c)

This Agreement may not be assigned by either party without the prior written consent of the other.

 

  (d)

Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a writing that is signed by each affected party.

 

  (e)

In the case of any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant.

 

6


10.

Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

[Remainder of page intentionally left blank; signature pages follow]

 

7


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES

By:   /s/ Jonathan Steinberg
Name:   Jonathan Steinberg
Title:   Chief Executive Officer

[Remainder of page intentionally left blank; Acquired Fund signature page follows]

 

8


THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES

 

BlackRock ETF Trust
BlackRock ETF Trust II

By:

 

/s/ Jennifer McGovern

Name:

 

Jennifer McGovern

Title:

 

Vice President

THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES

 

iShares Trust

iShares, Inc.

iShares U.S. ETF Trust

By:

 

/s/ Shannon Ghia

Name:

 

Shannon Ghia

Title:

 

Assistant Secretary

 

9


Schedule A: Acquiring Funds

Registrant: WisdomTree Trust

Series: WisdomTree Bianco Total Return Fund


Schedule B: Acquired Funds

Exchange-Traded Funds:

BlackRock ETF Trust

All Series

BlackRock ETF Trust II

All Series

iShares Trust

All Series

iShares, Inc.

All Series

iShares U.S. ETF Trust

All Series

This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12dl-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at https://www.ishares.com/usniterature/shareholder-letters/blackrock-12dl-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.


Schedule C: Notice for Acquiring Funds

WisdomTree Trust

250 West 34th St. 3rd Fl.

New York, NY 10119

Email: 12dnotice@wisdomtree.com

EX-99.(H30) 8 d635273dex99h30.htm 12D1-4 FUND OF FUNDS INVESTMENT AGREEMENT BETWEEN ISHARES, INC. 12d1-4 Fund of Funds Investment Agreement between iShares, Inc.

Exhibit (h.30)

BLACKROCK RULE 12dl-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 5, 2024 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(l )(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(l) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1 )(A) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.

 

1.

Terms of Investment.

 

  (a)

In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

 

  (i)

In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds).

 

1


  (ii)

Timing/advance notice of redemptions.

 

  1.

With respect to Enumerated Funds (as defined on Schedule B), the Acquiring Fund will use reasonable efforts to provide the required advanced notification specified in the 12d1-4 List (as defined below). Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Fund’s best interests. This provision shall only apply in connection with any investment made by an Acquiring Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market).

 

  2.

The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

 

  (iii)

Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

 

  (b)

In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.

 

2.

Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

 

2


3.

Representations of the Acquiring Funds.

 

  (a)

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(l)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

 

  (b)

An Acquiring Fund shall promptly notify an Acquired Fund:

 

  i.

of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund to own 3% or more of such Acquired Fund’s total outstanding voting securities;

 

  ii.

of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund to invest 5% or more of its total assets in such Acquired Fund;

 

  iii.

where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting securities; and

 

  iv.

if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), or (iii) above.

 

  (c)

Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies.

 

  (d)

The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the Acquiring Fund’s full portfolio is sub-advised by any affiliate of BlackRock, Inc.

 

  (e)

An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.

 

3


  (f)

Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in the Ineligible Funds (as defined in Schedule B) and that the Enumerated Funds are subject to certain additional conditions described on the list of Ineligible Funds and Enumerated Funds (the “12d1-4 List”). Each Acquiring Fund acknowledges that the 12dl-4 List is available as described in Schedule B, and further acknowledges that it is an Acquiring Fund’s obligation to review the 12dl-4 List on an ongoing basis for any changes which may occur from time to time.

 

4.

Indemnification.

 

  (a)

Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its 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 Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement.

 

  (b)

Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.

 

  (c)

Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series.

 

5.

Use of Name.

 

  (a)

To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to:

 

  i.

Refer to such Acquired Fund by its legal name, for example, the “iShares® [Index Provider (when required)] [Exposure] ETF” (e.g., iShares U.S. Financial Services ETF or iShares Core S&P 500 ETF or iShares MSCI ACWI ETF) upon first reference to such Acquired Fund, and by its legal name or its ticker symbol for subsequent references; and

 

4


  ii.

Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable:

iShares® is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the iShares® Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

 

  (b)

No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with BlackRock.

 

6.

Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is required hereunder to update, supplement or otherwise amend the 12dl-4 List.

 

If to the Acquiring Funds:

   If to the Acquired Funds:

As set forth on Schedule C

   iShares ETFs:
   Email: Group12d14@blackrock.com
   BlackRockMutual Funds and Active ETFs:
   Email:
   GroupOfficeofRegisteredFunds@blackrock.com

 

5


7.

Additional Acquiring Funds.

In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.

 

8.

Governing Law; Counterparts.

 

  (a)

This Agreement will be governed by Delaware law without regard to choice of law principles.

 

  (b)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document.

 

9.

Term and Termination; Assignment; Amendment.

 

  (a)

This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b).

 

  (b)

This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party; provided, however, that Section 4 shall survive the termination of this Agreement solely with regard to any Claims, the basis of which arose during the term of the agreement. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(l)(A) limits in reliance on the Rule.

 

  (c)

This Agreement may not be assigned by either party without the prior written consent of the other.

 

  (d)

Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a writing that is signed by each affected party.

 

  (e)

In the case of any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant.

 

6


10.

Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(l) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

[Remainder of page intentionally left blank; signature pages follow]

 

7


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES

 

By:   /s/ Kary Moore
Name:   Kary Moore
Title:   Assistant Secretary

[Remainder of page intentionally left blank; Acquired Fund signature page follows]

 

 

8


THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES

 

BlackRock ETF Trust
BlackRock ETF Trust II
By:   /s/ Jennifer McGovern
Name:   Jennifer McGovern
Title:   Vice President

THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES

 

iShares Trust

iShares, Inc.

iShares U.S. ETF Trust

By:   /s/ Shannon Ghia
Name:   Shannon Ghia
Title:   Assistant Secretary

 

9


Schedule A: Acquiring Funds

Registrant: Federated Hermes Fixed Income Securities, Inc.

Series: Federated Hermes Strategic Income Fund

Registrant: Federated Hermes MDT Series

Series: Federated Hermes MDT Balanced Fund

Registrant: Federated Hermes Global Allocation Fund

Series: Federated Hermes Global Allocation Fund

Registrant: Federated Hermes Insurance Series

Series: Federated Hermes Managed Volatility Fund II

Registrant: Federated Hermes International Series, Inc.

Series: Federated Hermes Global Total Return Bond Fund

Registrant: Federated Hermes ETF Trust

Series: Federated Hermes Total Return Bond ETF


Schedule B: Acquired Funds

Exchange-Traded Funds:

BlackRock ETF Trust

All Series

BlackRock ETF Trust II

All Series

iShares Trust

All Series

iShares, Inc.

All Series

iShares U.S. ETF Trust

All Series

This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12dl-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at https://www.ishares.com/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.


Schedule C: Notice for Acquiring Funds

Chief Compliance Officer

c/o Federated Hermes, Inc.

1001 Liberty Avenue

Pittsburgh, PA 15222

Email: StephenVanMeter@FederatedHerrnes.com

With a copy to:

General Counsel

Attn: Legal Dept.

1001 Liberty Avenue

Pittsburgh, PA 15222

Email: George.Magera@FederatedHerrnes.com

EX-99.(H32) 9 d635273dex99h32.htm EXHIBIT A TO THE ETF SERVICES AGREEMENT. Exhibit A to the ETF Services Agreement.

Exhibit (h.32)

EXHIBIT A

List of Funds


iShares, Inc.

iShares Asia/Pacific Dividend ETF

iShares Core MSCI Emerging Markets ETF

iShares Currency Hedged MSCI Emerging Markets ETF

iShares Emerging Markets Dividend ETF

iShares Emerging Markets Equity Factor ETF

iShares ESG Aware MSCI EM ETF

iShares Frontier and Select EM ETF

iShares International High Yield Bond ETF

iShares J.P. Morgan EM Corporate Bond ETF

iShares J.P. Morgan EM High Yield Bond ETF

iShares J.P. Morgan EM Local Currency Bond ETF

iShares MSCI Agriculture Producers ETF

iShares MSCI Australia ETF

iShares MSCI Austria ETF

iShares MSCI Belgium ETF

iShares MSCI BIC ETF

iShares MSCI Brazil ETF

iShares MSCI Canada ETF

iShares MSCI Chile ETF

iShares MSCI Emerging Markets Asia ETF

iShares MSCI Emerging Markets ETF

iShares MSCI Emerging Markets ex China ETF

iShares MSCI Emerging Markets Min Vol Factor ETF

iShares MSCI Emerging Markets Small-Cap ETF

iShares MSCI Eurozone ETF

iShares MSCI France ETF

iShares MSCI Germany ETF

iShares MSCI Global Energy Producers ETF

iShares MSCI Global Gold Miners ETF

iShares MSCI Global Metals & Mining Producers ETF

iShares MSCI Global Min Vol Factor ETF

iShares MSCI Global Silver and Metals Miners ETF

iShares MSCI Hong Kong ETF

iShares MSCI Israel ETF

iShares MSCI Italy ETF

iShares MSCI Japan ETF

iShares MSCI Japan Small-Cap ETF

iShares MSCI Malaysia ETF

iShares MSCI Mexico ETF

iShares MSCI Netherlands ETF

iShares MSCI Pacific ex Japan ETF

iShares MSCI Russia ETF

iShares MSCI Singapore ETF

iShares MSCI South Africa ETF


iShares MSCI South Korea ETF

iShares MSCI Spain ETF

iShares MSCI Sweden ETF

iShares MSCI Switzerland ETF

iShares MSCI Taiwan ETF

iShares MSCI Thailand ETF

iShares MSCI Turkey ETF

iShares MSCI USA Equal Weighted ETF

iShares MSCI World ETF

iShares US & Intl High Yield Corp Bond ETF

iShares Trust

iShares 0-3 Month Treasury Bond ETF

iShares 0-5 Year High Yield Corporate Bond ETF

iShares 0-5 Year Investment Grade Corporate Bond ETF

iShares 0-5 Year TIPS Bond ETF

iShares 1-3 Year International Treasury Bond ETF

iShares 1-3 Year Treasury Bond ETF

iShares 1-5 Year Investment Grade Corporate Bond ETF

iShares 3-7 Year Treasury Bond ETF

iShares 5-10 Year Investment Grade Corporate Bond ETF

iShares 7-10 Year Treasury Bond ETF

iShares 10+ Year Investment Grade Corporate Bond ETF

iShares 10-20 Year Treasury Bond ETF

iShares 20+ Year Treasury Bond BuyWrite Strategy ETF

iShares 20+ Year Treasury Bond ETF

iShares 25+ Year Treasury STRIPS Bond ETF

iShares Aaa – A Rated Corporate Bond ETF

iShares Agency Bond ETF

iShares Asia 50 ETF

iShares BBB Rated Corporate Bond ETF

iShares BB Rated Corporate Bond ETF

iShares Biotechnology ETF

iShares Blockchain and Tech ETF

iShares Breakthrough Environmental Solutions ETF

iShares Broad USD High Yield Corporate Bond ETF

iShares Broad USD Investment Grade Corporate Bond ETF

iShares California Muni Bond ETF

iShares China Large-Cap ETF

iShares Climate Conscious & Transition MSCI USA ETF

iShares CMBS ETF

iShares Cohen & Steers REIT ETF

iShares Convertible Bond ETF

iShares Copper and Metals Mining ETF

iShares Core 1-5 Year USD Bond ETF

iShares Core 5-10 Year USD Bond ETF

iShares Core 10+ Year USD Bond ETF


iShares Core Aggressive Allocation ETF

iShares Core Conservative Allocation ETF

iShares Core Dividend ETF

iShares Core Dividend Growth ETF

iShares Core Growth Allocation ETF

iShares Core High Dividend ETF

iShares Core International Aggregate Bond ETF

iShares Core Moderate Allocation ETF

iShares Core MSCI EAFE ETF

iShares Core MSCI Europe ETF

iShares Core MSCI International Developed Markets ETF

iShares Core MSCI Pacific ETF

iShares Core MSCI Total International Stock ETF

iShares Core S&P 500 ETF

iShares Core S&P Mid-Cap ETF

iShares Core S&P Small-Cap ETF

iShares Core S&P Total U.S. Stock Market ETF

iShares Core S&P U.S. Growth ETF

iShares Core S&P U.S. Value ETF

iShares Core Total USD Bond Market ETF

iShares Core U.S. Aggregate Bond ETF

iShares Core U.S. REIT ETF

iShares Currency Hedged MSCI ACWI ex U.S. ETF

iShares Currency Hedged MSCI EAFE ETF

iShares Currency Hedged MSCI EAFE Small-Cap ETF

iShares Currency Hedged MSCI Eurozone ETF

iShares Currency Hedged MSCI Germany ETF

iShares Currency Hedged MSCI Japan ETF

iShares Cybersecurity and Tech ETF

iShares Dow Jones U.S. ETF

iShares Emergent Food and AgTech Multisector ETF

iShares Emerging Markets Infrastructure ETF

iShares Environmental Infrastructure and Industrials ETF

iShares Environmentally Aware Real Estate ETF

iShares ESG Advanced High Yield Corporate Bond ETF

iShares ESG Advanced Investment Grade Corporate Bond ETF

iShares ESG Advanced MSCI EAFE ETF

iShares ESG Advanced MSCI EM ETF

iShares ESG Advanced MSCI USA ETF

iShares ESG Advanced Total USD Bond Market ETF

iShares ESG Aware 1-5 Year USD Corporate Bond ETF

iShares ESG Aware Aggressive Allocation ETF

iShares ESG Aware Conservative Allocation ETF

iShares ESG Aware Growth Allocation ETF

iShares ESG Aware Moderate Allocation ETF

iShares ESG Aware MSCI EAFE ETF

iShares ESG Aware MSCI USA ETF

iShares ESG Aware MSCI USA Growth ETF


iShares ESG Aware MSCI USA Small-Cap ETF

iShares ESG Aware MSCI USA Value ETF

iShares ESG Aware U.S. Aggregate Bond ETF

iShares ESG Aware USD Corporate Bond ETF

iShares ESG MSCI EM Leaders ETF

iShares ESG MSCI USA Leaders ETF

iShares ESG MSCI USA Min Vol Factor ETF

iShares ESG Screened S&P 500 ETF

iShares ESG Screened S&P Mid-Cap ETF

iShares ESG Screened S&P Small-Cap ETF

iShares Europe ETF

iShares Expanded Tech Sector ETF

iShares Expanded Tech-Software Sector ETF

iShares Exponential Technologies ETF

iShares Factors US Growth Style ETF

iShares Fallen Angels USD Bond ETF

iShares Floating Rate Bond ETF

iShares Focused Value Factor ETF

iShares Future Cloud 5G and Tech ETF

iShares Future Metaverse Tech and Communications ETF

iShares Genomics Immunology and Healthcare ETF

iShares Global 100 ETF

iShares Global Clean Energy ETF

iShares Global Comm Services ETF

iShares Global Consumer Discretionary ETF

iShares Global Consumer Staples ETF

iShares Global Energy ETF

iShares Global Equity Factor ETF

iShares Global Financials ETF

iShares Global Healthcare ETF

iShares Global Industrials ETF

iShares Global Infrastructure ETF

iShares Global Materials ETF

iShares Global REIT ETF

iShares Global Tech ETF

iShares Global Timber & Forestry ETF

iShares Global Utilities ETF

iShares GNMA Bond ETF

iShares Government/Credit Bond ETF

iShares High Yield Corporate Bond BuyWrite Strategy ETF

iShares High Yield Systematic Bond ETF

iShares iBonds 2024 Term High Yield and Income ETF

iShares iBonds 2025 Term High Yield and Income ETF

iShares iBonds 2026 Term High Yield and Income ETF

iShares iBonds 2027 Term High Yield and Income ETF

iShares iBonds 2028 Term High Yield and Income ETF

iShares iBonds 2029 Term High Yield and Income ETF

iShares iBonds 2030 Term High Yield and Income ETF


iShares iBonds Dec 2024 Term Corporate ETF

iShares iBonds Dec 2024 Term Muni Bond ETF

iShares iBonds Dec 2024 Term Treasury ETF

iShares iBonds Dec 2025 Term Corporate ETF

iShares iBonds Dec 2025 Term Muni Bond ETF

iShares iBonds Dec 2025 Term Treasury ETF

iShares iBonds Dec 2026 Term Corporate ETF

iShares iBonds Dec 2026 Term Muni Bond ETF

iShares iBonds Dec 2026 Term Treasury ETF

iShares iBonds Dec 2027 Term Corporate ETF

iShares iBonds Dec 2027 Term Muni Bond ETF

iShares iBonds Dec 2027 Term Treasury ETF

iShares iBonds Dec 2028 Term Corporate ETF

iShares iBonds Dec 2028 Term Muni Bond ETF

iShares iBonds Dec 2028 Term Treasury ETF

iShares iBonds Dec 2029 Term Corporate ETF

iShares iBonds Dec 2029 Term Muni Bond ETF

iShares iBonds Dec 2029 Term Treasury ETF

iShares iBonds Dec 2030 Term Corporate ETF

iShares iBonds Dec 2030 Term Treasury ETF

iShares iBonds Dec 2031 Term Corporate ETF

iShares iBonds Dec 2031 Term Treasury ETF

iShares iBonds Dec 2032 Term Corporate ETF

iShares iBonds Dec 2032 Term Treasury ETF

iShares iBonds Dec 2033 Term Corporate ETF

iShares iBonds Dec 2033 Term Treasury ETF

iShares iBonds Oct 2024 Term TIPS ETF

iShares iBonds Oct 2025 Term TIPS ETF

iShares iBonds Oct 2026 Term TIPS ETF

iShares iBonds Oct 2027 Term TIPS ETF

iShares iBonds Oct 2028 Term TIPS ETF

iShares iBonds Oct 2029 Term TIPS ETF

iShares iBonds Oct 2030 Term TIPS ETF

iShares iBonds Oct 2031 Term TIPS ETF

iShares iBonds Oct 2032 Term TIPS ETF

iShares iBonds Oct 2033 Term TIPS ETF

iShares iBoxx $ High Yield Corporate Bond ETF

iShares iBoxx $ Investment Grade Corporate Bond ETF

iShares India 50 ETF

iShares Intermediate Government/Credit Bond ETF

iShares International Developed Property ETF

iShares International Developed Real Estate ETF

iShares International Developed Small Cap Value Factor ETF

iShares International Dividend Growth ETF

iShares International Equity Factor ETF

iShares International Select Dividend ETF

iShares International Small-Cap Equity Factor ETF

iShares International Treasury Bond ETF


iShares Investment Grade Corporate Bond BuyWrite Strategy ETF

iShares Investment Grade Systematic Bond ETF

iShares J.P. Morgan Broad USD Emerging Markets Bond ETF

iShares J.P. Morgan USD Emerging Markets Bond ETF

iShares JPX-Nikkei 400 ETF

iShares Latin America 40 ETF

iShares LifePath Retirement ETF

iShares LifePath Target Date 2025 ETF

iShares LifePath Target Date 2030 ETF

iShares LifePath Target Date 2035 ETF

iShares LifePath Target Date 2040 ETF

iShares LifePath Target Date 2045 ETF

iShares LifePath Target Date 2050 ETF

iShares LifePath Target Date 2055 ETF

iShares LifePath Target Date 2060 ET

iShares LifePath Target Date 2065 ETF

iShares Lithium Miners and Producers ETF

iShares MBS ETF

iShares Micro-Cap ETF

iShares Morningstar Growth ETF

iShares Morningstar Mid-Cap ETF

iShares Morningstar Mid-Cap Growth ETF

iShares Morningstar Mid-Cap Value ETF

iShares Morningstar Multi-Asset Income ETF

iShares Morningstar Small-Cap ETF

iShares Morningstar Small-Cap Growth ETF

iShares Morningstar Small-Cap Value ETF

iShares Morningstar U.S. Equity ETF

iShares Morningstar Value ETF

iShares Mortgage Real Estate ETF

iShares MSCI ACWI ETF

iShares MSCI ACWI ex U.S. ETF

iShares MSCI ACWI Low Carbon Target ETF

iShares MSCI All Country Asia ex Japan ETF

iShares MSCI Brazil Small-Cap ETF

iShares MSCI China A ETF

iShares MSCI China ETF

iShares MSCI China Multisector Tech ETF

iShares MSCI China Small-Cap ETF

iShares MSCI Denmark ETF

iShares MSCI EAFE ETF

iShares MSCI EAFE Growth ETF

iShares MSCI EAFE Min Vol Factor ETF

iShares MSCI EAFE Small-Cap ETF

iShares MSCI EAFE Value ETF

iShares MSCI Emerging Markets Quality Factor ETF

iShares MSCI Emerging Markets Value Factor ETF

iShares MSCI Europe Financials ETF


iShares MSCI Europe Small-Cap ETF

iShares MSCI Finland ETF

iShares MSCI Global Sustainable Development Goals ETF

iShares MSCI India ETF

iShares MSCI India Small-Cap ETF

iShares MSCI Indonesia ETF

iShares MSCI Intl Momentum Factor ETF

iShares MSCI Intl Quality Factor ETF

iShares MSCI Intl Size Factor ETF

iShares MSCI Intl Value Factor ETF

iShares MSCI Ireland ETF

iShares MSCI Japan Value ETF

iShares MSCI KLD 400 Social ETF

iShares MSCI Kokusai ETF

iShares MSCI Kuwait ETF

iShares MSCI New Zealand ETF

iShares MSCI Norway ETF

iShares MSCI Peru and Global Exposure ETF

iShares MSCI Philippines ETF

iShares MSCI Poland ETF

iShares MSCI Qatar ETF

iShares MSCI Saudi Arabia ETF

iShares MSCI UAE ETF

iShares MSCI United Kingdom ETF

iShares MSCI United Kingdom Small-Cap ETF

iShares MSCI USA ESG Select ETF

iShares MSCI USA Min Vol Factor ETF

iShares MSCI USA Momentum Factor ETF

iShares MSCI USA Quality Factor ETF

iShares MSCI USA Size Factor ETF

iShares MSCI USA Small-Cap Min Vol Factor ETF

iShares MSCI USA Value Factor ETF

iShares MSCI Water Management Multisector ETF

iShares National Muni Bond ETF

iShares Neuroscience and Healthcare ETF

iShares New York Muni Bond ETF

iShares North American Natural Resources ETF

iShares Paris-Aligned Climate MSCI USA ETF

iShares Paris-Aligned Climate MSCI World ex USA ETF

iShares Preferred and Income Securities ETF

iShares Residential and Multisector Real Estate ETF

iShares Robotics and Artificial Intelligence Multisector ETF

iShares Russell 1000 ETF

iShares Russell 1000 Growth ETF

iShares Russell 1000 Value ETF

iShares Russell 2000 ETF

iShares Russell 2000 Growth ETF

iShares Russell 2000 Value ETF


iShares Russell 2500 ETF

iShares Russell 3000 ETF

iShares Russell Mid-Cap ETF

iShares Russell Mid-Cap Growth ETF

iShares Russell Mid-Cap Value ETF

iShares Russell Top 200 ETF

iShares Russell Top 200 Growth ETF

iShares Russell Top 200 Value ETF

iShares S&P 100 ETF

iShares S&P 500 Growth ETF

iShares S&P 500 Value ETF

iShares S&P Mid-Cap 400 Growth ETF

iShares S&P Mid-Cap 400 Value ETF

iShares S&P Small-Cap 600 Growth ETF

iShares S&P Small-Cap 600 Value ETF

iShares Select Dividend ETF

iShares Self-Driving EV and Tech ETF

iShares Semiconductor ETF

iShares Short-Term National Muni Bond ETF

iShares Short Treasury Bond ETF

iShares TIPS Bond ETF

iShares Treasury Floating Rate Bond ETF

iShares U.S. Aerospace & Defense ETF

iShares U.S. Basic Materials ETF

iShares U.S. Broker-Dealers & Securities Exchanges ETF

iShares U.S. Consumer Discretionary ETF

iShares U.S. Consumer Staples ETF

iShares U.S. Digital Infrastructure and Real Estate ETF

iShares U.S. Energy ETF

iShares U.S. Equity Factor ETF

iShares U.S. Financial Services ETF

iShares U.S. Financials ETF

iShares U.S. Fixed Income Balanced Risk Systematic ETF

iShares U.S. Healthcare ETF

iShares U.S. Healthcare Providers ETF

iShares U.S. Home Construction ETF

iShares U.S. Industrials ETF

iShares U.S. Infrastructure ETF

iShares U.S. Insurance ETF

iShares U.S. Medical Devices ETF

iShares U.S. Oil & Gas Exploration & Production ETF

iShares U.S. Oil Equipment & Services ETF

iShares U.S. Pharmaceuticals ETF

iShares U.S. Real Estate ETF

iShares U.S. Regional Banks ETF

iShares U.S. Small-Cap Equity Factor ETF

iShares U.S. Technology ETF

iShares U.S. Tech Breakthrough Multisector ETF


iShares U.S. Telecommunications ETF

iShares U.S. Transportation ETF

iShares U.S. Treasury Bond ETF

iShares U.S. Utilities ETF

iShares US Small Cap Value Factor ETF

iShares USD Green Bond ETF

iShares USD Systematic Bond ETF

iShares Virtual Work and Life Multisector ETF

iShares Yield Optimized Bond ETF

iShares U.S. ETF Trust

BlackRock Short Duration Bond ETF

BlackRock Short Maturity Municipal Bond ETF

BlackRock Ultra Short-Term Bond ETF

iShares Bloomberg Roll Select Commodity Strategy ETF

iShares Commodity Curve Carry Strategy ETF

iShares Gold Strategy ETF

iShares GSCI Commodity Dynamic Roll Strategy ETF

iShares Inflation Hedged Corporate Bond ETF

iShares Inflation Hedged High Yield Bond ETF

iShares Inflation Hedged U.S. Aggregate Bond ETF

iShares Interest Rate Hedged Corporate Bond ETF

iShares Interest Rate Hedged High Yield Bond ETF

iShares Interest Rate Hedged Long-Term Corporate Bond ETF

iShares Interest Rate Hedged U.S. Aggregate Bond ETF

iShares Transition-Enabling Metals ETF

iShares U.S. Consumer Focused ETF

iShares U.S. Tech Independence Focused ETF

EX-99.(I) 10 d635273dex99i.htm LEGAL OPINION AND CONSENT OF VENABLE LLP. Legal Opinion and Consent of Venable LLP.

LOGO

 

Exhibit (i)

February 23, 2024

iShares, Inc.

c/o BlackRock Fund Advisors

400 Howard Street

San Francisco, CA 94105

 

  Re:

Registration Statement on Form N-1A:

1933 Act File No. 033-97598

1940 Act File No. 811-09102

Ladies and Gentlemen:

We have served as Maryland counsel to iShares, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration and issuance of an indefinite number of shares (the “Shares”) of common stock, par value $.001 per share (the “Common Stock”), of the Company classified and designated as the series listed on Schedule I hereto, covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. Post-Effective Amendment No. 532 to the Registration Statement, substantially in the form transmitted to the Commission under the 1933 Act and the 1940 Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;


LOGO

iShares, Inc.

February 23, 2024

Page 2

 

5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;

6. A certificate executed by an officer of the Company, dated as of the date hereof; and

7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Upon any issuance of Shares, the total number of shares of each series of Common Stock issued and outstanding will not exceed the total number of shares of each series of Common Stock that the Company is then authorized to issue under the Charter.


LOGO

iShares, Inc.

February 23, 2024

Page 3

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP


SCHEDULE I

 

1.    iShares International High Yield Bond ETF
2.    iShares J.P. Morgan EM Corporate Bond ETF
3.    iShares J.P. Morgan EM High Yield Bond ETF
4.    iShares J.P. Morgan EM Local Currency Bond ETF
5.    iShares US & Intl High Yield Corp Bond ETF
EX-99.(J) 11 d635273dex99j.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP. Consent of PricewaterhouseCoopers LLP.

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of iShares, Inc. of our reports dated December 21, 2023, relating to the financial statements and financial highlights, which appear in the Annual Reports on Form N-CSR for the funds listed in Appendix A for the year ended October 31, 2023. We also consent to the references to us under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2024


Appendix A

 

1.

iShares International High Yield Bond ETF

2.

iShares J.P. Morgan EM Corporate Bond ETF

3.

iShares J.P. Morgan EM High Yield Bond ETF

4.

iShares J.P. Morgan EM Local Currency Bond ETF

5.

iShares US & Intl High Yield Corp Bond ETF

 

2

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Label Element Value
Risk/Return: rr_RiskReturnAbstract  
Document Type dei_DocumentType 485BPOS
Document Period End Date dei_DocumentPeriodEndDate Oct. 31, 2023
Registrant Name dei_EntityRegistrantName iShares, Inc.
Entity Central Index Key dei_EntityCentralIndexKey 0000930667
Amendment Flag dei_AmendmentFlag false
Document Creation Date dei_DocumentCreationDate Feb. 23, 2024
Document Effective Date dei_DocumentEffectiveDate Mar. 01, 2024
Prospectus Date rr_ProspectusDate Mar. 01, 2024
Entity Inv Company Type dei_EntityInvCompanyType N-1A
XML 39 R2.htm IDEA: XBRL DOCUMENT v3.24.0.1
Label Element Value
iShares International High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading iSHARES® INTERNATIONAL HIGH YIELD BOND ETF Ticker: HYXUStock Exchange: Cboe BZX
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The iShares International High Yield Bond ETF (the Fund) seeks to track the investment results of an index composed of euro, British pound sterling and Canadian dollar-denominated, high yield corporate bonds.
Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
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, Inc. (the Company) 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.
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.
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover.
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 33% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 33.00%
Expense Example [Heading] rr_ExpenseExampleHeading Example.
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock 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:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to track the investment results of the Markit iBoxx Global Developed Markets ex-US High Yield Index (the Underlying Index), which is a rules-based index consisting of high yield (as determined by Markit Indices Limited (the Index Provider or Markit)) corporate bonds denominated in euros, British pounds sterling and Canadian dollars. The Underlying Index is designed to provide a broad representation of the global ex-U.S. dollar high yield corporate bond market. High yield bonds are also known as junk bonds. The Underlying Index is made up of corporate bonds that are issued by companies domiciled in countries classified as developed markets by the Index Provider. Bonds must be from issuers with at least $1 billion face value of debt outstanding. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no limit to the number of issues in the Underlying Index. As of October 31, 2023, a significant portion of the Underlying Index is represented by securities of
companies in the financials and telecommunications industries or sectors. The components of the Underlying Index are likely to change over time.
The Fund may invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
The Fund, under normal market conditions, will invest at least 40% of its assets in issuers organized or located outside the U.S. or doing business outside the U.S.
The maturities of the securities in the Underlying Index range from 1-15 years. As of October 31, 2023, the weighted average maturity of the securities in the Underlying Index was 7.13 years, and the weighted average life of these securities (which includes the impact of calls) was 3.61 years.
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund.
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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Underlying Index is sponsored by Markit, which isindependent of the Fund and BFA. The Index Provider
determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Risk [Heading] rr_RiskHeading Summary of Principal Risks
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 1-800-iShares (1-800-474-2737) (toll free)
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.iShares.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Calendar Year by Year Returns 
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The best calendar quarter return during the periods shown above was 14.55% in the 4th quarter of 2022; the worst was -15.82% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2023) 
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
iShares International High Yield Bond ETF | Risk Lose Money [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock 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.
iShares International High Yield Bond ETF | Interest Rate Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund.
Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent years heightens the risks associated with rising interest rates.
iShares International High Yield Bond ETF | Credit Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
iShares International High Yield Bond ETF | Market Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
iShares International High Yield Bond ETF | Index Related Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
iShares International High Yield Bond ETF | Asset Class Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
iShares International High Yield Bond ETF | Authorized Participant Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions
directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
iShares International High Yield Bond ETF | Call Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
iShares International High Yield Bond ETF | Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
iShares International High Yield Bond ETF | Cybersecurity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
iShares International High Yield Bond ETF | Financials Sector Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Financials Sector Risk. The performance of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, adverse public perception, exposure concentration and decreased liquidity in
credit markets. The impact of changes in regulation of any individual financial company, or of the financials sector as a whole, cannot be predicted. 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 the Fund.
iShares International High Yield Bond ETF | Geographic Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
iShares International High Yield Bond ETF | High Yield Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service,
Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
iShares International High Yield Bond ETF | Illiquid Investments Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted
by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
iShares International High Yield Bond ETF | Income Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
iShares International High Yield Bond ETF | Indexing Investment Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take defensive positions under any market conditions, including declining markets.
iShares International High Yield Bond ETF | Infectious Illness Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares International High Yield Bond ETF | Issuer Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund
has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
iShares International High Yield Bond ETF | Management Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
iShares International High Yield Bond ETF | Market Trading Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
iShares International High Yield Bond ETF | Non U S Issuers Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to European Economic Risk.
iShares International High Yield Bond ETF | Operational Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares International High Yield Bond ETF | Reliance on Trading Partners Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European Economic Risk and North American Economic Risk.
iShares International High Yield Bond ETF | Tracking Error Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index.
Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
iShares International High Yield Bond ETF | Valuation Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or
lower or higher redemption proceeds, than they would have received had the securities 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.
iShares International High Yield Bond ETF | Risk of Investing in Developed Countries [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Developed Countries. The 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 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.
iShares International High Yield Bond ETF | Currency Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
iShares International High Yield Bond ETF | Small Fund Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares International High Yield Bond ETF | Telecommunications Sector Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Telecommunications Sector Risk. Companies in the telecommunications sector may be affected by industry competition, substantial capital requirements, government regulation and obsolescence of telecommunications products and services due to technological advancement.
iShares International High Yield Bond ETF | iShares International High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Management Fees rr_ManagementFeesOverAssets 0.40% [1]
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none [1]
Other Expenses rr_OtherExpensesOverAssets none [1],[2]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.40% [1]
1 Year rr_ExpenseExampleYear01 $ 41
3 Years rr_ExpenseExampleYear03 128
5 Years rr_ExpenseExampleYear05 224
10 Years rr_ExpenseExampleYear10 $ 505
2014 rr_AnnualReturn2014 (7.84%)
2015 rr_AnnualReturn2015 (9.47%)
2016 rr_AnnualReturn2016 4.35%
2017 rr_AnnualReturn2017 19.65%
2018 rr_AnnualReturn2018 (8.04%)
2019 rr_AnnualReturn2019 8.91%
2020 rr_AnnualReturn2020 10.49%
2021 rr_AnnualReturn2021 (3.93%)
2022 rr_AnnualReturn2022 (15.92%)
2023 rr_AnnualReturn2023 16.08%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel best
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2022
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 14.55%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel worst
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (15.82%)
One Year rr_AverageAnnualReturnYear01 16.08%
Five Years rr_AverageAnnualReturnYear05 2.44%
Ten Years rr_AverageAnnualReturnYear10 0.78%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 03, 2012
iShares International High Yield Bond ETF | Return After Taxes on Distributions | iShares International High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 14.50% [3]
Five Years rr_AverageAnnualReturnYear05 1.64% [3]
Ten Years rr_AverageAnnualReturnYear10 (0.01%) [3]
iShares International High Yield Bond ETF | Return After Taxes on Distributions and Sale of Fund Shares | iShares International High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 9.51% [3]
Five Years rr_AverageAnnualReturnYear05 1.54% [3]
Ten Years rr_AverageAnnualReturnYear10 0.25% [3]
iShares International High Yield Bond ETF | Markit iBoxx Global Developed Markets ex-US High Yield Index (Index returns do not reflect deductions for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 16.57%
Five Years rr_AverageAnnualReturnYear05 2.76%
Ten Years rr_AverageAnnualReturnYear10 1.04%
[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] After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
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iShares J.P. Morgan EM Corporate Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading iSHARES® J.P. MORGAN EM CORPORATE BOND ETF Ticker: CEMBStock Exchange: Cboe BZX
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The iShares J.P. Morgan EM Corporate Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar-denominated, emerging market corporate bonds.
Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
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, Inc. (the Company) 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.
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.
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover.
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 25% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 25.00%
Expense Example [Heading] rr_ExpenseExampleHeading Example.
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock 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:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to track the investment results of the J.P. Morgan CEMBI Broad Diversified Core Index (the Underlying Index), which tracks the performance of the U.S. dollar-denominated emerging market corporate bond market. All bonds included in the Underlying Index are selected according to a set of rule-based inclusion criteria regarding issue size, bond type, maturity, and liquidity. The securities included in the Underlying Index are rebalanced on the last business day of each month. Eligible countries included in the Underlying Index are determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan) based on the Index Provider’s definition of emerging market countries.
The Underlying Index includes bonds issued by corporations based in Latin American, Eastern European, Middle Eastern/African, and Asian countries (excluding Japan). Once the universe of emerging markets countries has been defined, the eligible securities from these countries must be selected for inclusion in the Underlying Index. Bonds
are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer’s operating assets are located within emerging market economies. Eligible individual securities must have a minimum outstanding face value of $500 million or more. All component securities included in the Underlying Index must be U.S. dollar-denominated bonds with a minimum of 2.5 years to maturity or greater to be eligible for the Underlying Index and a remaining maturity of one year or greater at the time of rebalancing to remain eligible for the Underlying Index. There are no ratings restrictions on either the individual bonds or the country of risk. As a result, the Underlying Index consists of both investment-grade and non-investment-grade bonds (commonly referred to as junk bonds).
The Underlying Index uses J.P. Morgan’s proprietary market capitalization weighted methodology. The methodology is designed to distribute the weight of each country within the Underlying Index by limiting the weights of countries with higher debt outstanding and reallocating this excess to countries with lower debt outstanding. As of October 31, 2023, the Underlying Index included issuers located in 46 emerging and frontier market countries. Components of the Underlying Index primarily include companies in the financials industry or sector. The components of the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are
normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will
invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.
government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Risk [Heading] rr_RiskHeading Summary of Principal Risks
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 1-800-iShares (1-800-474-2737) (toll free)
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.iShares.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Calendar Year by Year Returns 
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The best calendar quarter return during the periods shown above was 11.31% in the 2nd quarter of 2020; the worst was -10.42% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2023) 
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
iShares J.P. Morgan EM Corporate Bond ETF | Risk Lose Money [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock 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.
iShares J.P. Morgan EM Corporate Bond ETF | Risk of Investing in Emerging Markets [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be
significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM Corporate Bond ETF | Interest Rate Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent
years heightens the risks associated with rising interest rates.
iShares J.P. Morgan EM Corporate Bond ETF | Credit Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
iShares J.P. Morgan EM Corporate Bond ETF | Market Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
iShares J.P. Morgan EM Corporate Bond ETF | Index Related Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for
a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
iShares J.P. Morgan EM Corporate Bond ETF | Asset Class Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
iShares J.P. Morgan EM Corporate Bond ETF | Authorized Participant Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes.
iShares J.P. Morgan EM Corporate Bond ETF | Call Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
iShares J.P. Morgan EM Corporate Bond ETF | Commodity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
iShares J.P. Morgan EM Corporate Bond ETF | Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
iShares J.P. Morgan EM Corporate Bond ETF | Custody Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
iShares J.P. Morgan EM Corporate Bond ETF | Cybersecurity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor,
the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
iShares J.P. Morgan EM Corporate Bond ETF | Financials Sector Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Financials Sector Risk. The performance of companies in the financials sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, adverse public perception, exposure concentration and decreased liquidity in credit markets. The impact of changes in regulation of any individual financial company, or of the financials sector as a whole, cannot be predicted. 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 the Fund.
iShares J.P. Morgan EM Corporate Bond ETF | Geographic Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's
investments in, or which are exposed to, the affected region.
iShares J.P. Morgan EM Corporate Bond ETF | High Yield Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service, Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
iShares J.P. Morgan EM Corporate Bond ETF | Illiquid Investments Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
iShares J.P. Morgan EM Corporate Bond ETF | Income Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
iShares J.P. Morgan EM Corporate Bond ETF | Indexing Investment Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take defensive positions under any market conditions, including declining markets.
iShares J.P. Morgan EM Corporate Bond ETF | Infectious Illness Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Corporate Bond ETF | Issuer Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the
financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
iShares J.P. Morgan EM Corporate Bond ETF | Management Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
iShares J.P. Morgan EM Corporate Bond ETF | Market Trading Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
iShares J.P. Morgan EM Corporate Bond ETF | Non U S Issuers Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Asian Economic Risk and Middle Eastern Economic Risk.
iShares J.P. Morgan EM Corporate Bond ETF | Operational Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Corporate Bond ETF | Privatization Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
iShares J.P. Morgan EM Corporate Bond ETF | Reliance on Trading Partners Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, Eastern European Economic Risk, European Economic Risk and U.S. Economic Risk.
iShares J.P. Morgan EM Corporate Bond ETF | Risk of Investing in China [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of
publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse
impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM Corporate Bond ETF | Risk of Investing in Saudi Arabia [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. The economy of Saudi Arabia is dominated by petroleum exports. A sustained decrease in petroleum prices could have a negative impact on all aspects of the economy. Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers
in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. There remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia, and there is no assurance of political stability in Saudi Arabia.
iShares J.P. Morgan EM Corporate Bond ETF | Securities Lending Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Corporate Bond ETF | Security Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Security Risk. Some countries and regions in which the Fund invests 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 investments.
iShares J.P. Morgan EM Corporate Bond ETF | Tracking Error Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index.
Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
iShares J.P. Morgan EM Corporate Bond ETF | Valuation Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or
lower or higher redemption proceeds, than they would have received had the securities 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.
iShares J.P. Morgan EM Corporate Bond ETF | iShares J.P. Morgan EM Corporate Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Management Fees rr_ManagementFeesOverAssets 0.50% [1]
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none [1]
Other Expenses rr_OtherExpensesOverAssets none [1],[2]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.50% [1]
1 Year rr_ExpenseExampleYear01 $ 51
3 Years rr_ExpenseExampleYear03 160
5 Years rr_ExpenseExampleYear05 280
10 Years rr_ExpenseExampleYear10 $ 628
2014 rr_AnnualReturn2014 2.62%
2015 rr_AnnualReturn2015 (0.60%)
2016 rr_AnnualReturn2016 10.94%
2017 rr_AnnualReturn2017 7.88%
2018 rr_AnnualReturn2018 (2.83%)
2019 rr_AnnualReturn2019 13.48%
2020 rr_AnnualReturn2020 6.74%
2021 rr_AnnualReturn2021 (0.45%)
2022 rr_AnnualReturn2022 (12.30%)
2023 rr_AnnualReturn2023 8.07%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel best
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 11.31%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel worst
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (10.42%)
One Year rr_AverageAnnualReturnYear01 8.07%
Five Years rr_AverageAnnualReturnYear05 2.71%
Ten Years rr_AverageAnnualReturnYear10 3.09%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 17, 2012
iShares J.P. Morgan EM Corporate Bond ETF | Return After Taxes on Distributions | iShares J.P. Morgan EM Corporate Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 5.93% [3]
Five Years rr_AverageAnnualReturnYear05 0.97% [3]
Ten Years rr_AverageAnnualReturnYear10 1.28% [3]
iShares J.P. Morgan EM Corporate Bond ETF | Return After Taxes on Distributions and Sale of Fund Shares | iShares J.P. Morgan EM Corporate Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 4.72% [3]
Five Years rr_AverageAnnualReturnYear05 1.35% [3]
Ten Years rr_AverageAnnualReturnYear10 1.57% [3]
iShares J.P. Morgan EM Corporate Bond ETF | J.P. Morgan CEMBI Broad Diversified Core Index (Index returns do not reflect deductions for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 8.59% [4]
Five Years rr_AverageAnnualReturnYear05 3.01% [4]
Ten Years rr_AverageAnnualReturnYear10 3.55% [4]
[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] After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
[4] Index returns through May 31, 2017 reflect the performance of the Morningstar® Emerging Markets Corporate Bond IndexSM. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan CEMBI Broad Diversified Core Index, which, effective as of June 1, 2017, replaced the Morningstar® Emerging Markets Corporate Bond IndexSM as the Underlying Index of the Fund.
XML 41 R4.htm IDEA: XBRL DOCUMENT v3.24.0.1
Label Element Value
iShares J.P. Morgan EM High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading iSHARES® J.P. MORGAN EM HIGH YIELD BOND ETF Ticker: EMHYStock Exchange: Cboe BZX
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The iShares J.P. Morgan EM High Yield Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar-denominated, emerging market high yield sovereign and corporate bonds.
Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
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, Inc. (the Company) 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.
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.
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover.
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 20% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 20.00%
Expense Example [Heading] rr_ExpenseExampleHeading Example.
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock 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:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to track the investment results of the J.P. Morgan USD Emerging Markets High Yield Bond Index (the Underlying Index), which tracks the performance of below investment-grade U.S. dollar-denominated, emerging market fixed and floating-rate debt securities issued by corporate, sovereign, and quasi-sovereign entities. The Underlying Index includes securities that are classified as below investment-grade, also referred to as high yield (as determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan)), in the established J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices, and combines them with a market value based weighting. High yield bonds are also known as junk bonds. An instrument is classified as high yield when the middle rating from Moody’s Investors Service, Inc. (Moody’s), S&P Global Ratings, and Fitch Ratings, Inc. (Fitch) (each a Credit Rating Agency and collectively, the Credit Rating Agencies) is below investment-grade. When a credit rating
is only available from two Credit Rating Agencies, the lower of the two must be below investment-grade. When only one Credit Rating Agency rates an instrument, that rating is used. All instruments included in the Underlying Index are selected according to rules-based inclusion criteria regarding amount outstanding, issuer type, and maturity, among others. The securities included in the Underlying Index are rebalanced on the last business day of each month.
Bonds are eligible for inclusion in the Underlying Index if (i) the issuer is headquartered in an emerging market country, (ii) the issue is 100% guaranteed by an entity within an emerging market economy, or (iii) 100% of the issuer’s operating assets are located within emerging market economies. Corporate instruments with a current face amount outstanding of $500 million or more and with at least 2.5 years until maturity are considered for inclusion. Corporate entities must be domiciled within Africa, Asia (excluding Japan), Eastern Europe, the Middle East, or Latin America. Sovereign and quasi-sovereign instruments with a current face amount outstanding of $1 billion or more and with at least 2.5 years until maturity are considered for inclusion. Quasi-sovereign entities are defined by the Index Provider as an entity that is 100% guaranteed or 100% government owned. All eligible component securities may remain in the Underlying Index until one year before maturity.
The J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices employ a diversification methodology, as determined by the Index Provider, which limits the weights of those index countries with larger debt stock by only
including a specified portion of such countries’ eligible current face amounts of debt outstanding. The methodology is designed to distribute the weights of issuers in each country within the J.P. Morgan EMBI Global Diversified Core and J.P. Morgan CEMBI Broad Diversified Core indices by limiting the weights of countries with higher debt outstanding and reallocating this excess to issuers in countries with lower debt outstanding.
As of October 31, 2023, the Underlying Index included issuers located in 64 countries. As of October 31, 2023, a significant portion of the Underlying Index is represented by sovereign and quasi-sovereign obligations. The components of the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund.
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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value
of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Risk [Heading] rr_RiskHeading Summary of Principal Risks
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 1-800-iShares (1-800-474-2737) (toll free)
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.iShares.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Calendar Year by Year Returns 
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The best calendar quarter return during the periods shown above was 14.79% in the 2nd quarter of 2020; the worst was -18.81% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2023) 
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
iShares J.P. Morgan EM High Yield Bond ETF | Risk Lose Money [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock 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.
iShares J.P. Morgan EM High Yield Bond ETF | Risk of Investing in Emerging Markets [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM High Yield Bond ETF | Interest Rate Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low
interest rate environment in recent years heightens the risks associated with rising interest rates.
iShares J.P. Morgan EM High Yield Bond ETF | Credit Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or
otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
iShares J.P. Morgan EM High Yield Bond ETF | Market Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
iShares J.P. Morgan EM High Yield Bond ETF | Index Related Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
iShares J.P. Morgan EM High Yield Bond ETF | Asset Class Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
iShares J.P. Morgan EM High Yield Bond ETF | Authorized Participant Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
iShares J.P. Morgan EM High Yield Bond ETF | Call Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
iShares J.P. Morgan EM High Yield Bond ETF | Commodity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
iShares J.P. Morgan EM High Yield Bond ETF | Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
iShares J.P. Morgan EM High Yield Bond ETF | Custody Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
iShares J.P. Morgan EM High Yield Bond ETF | Cybersecurity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
iShares J.P. Morgan EM High Yield Bond ETF | Geographic Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
iShares J.P. Morgan EM High Yield Bond ETF | High Yield Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody's), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
iShares J.P. Morgan EM High Yield Bond ETF | Illiquid Investments Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to
the Fund’s shares trading at a premium or discount to the Fund’s NAV.
iShares J.P. Morgan EM High Yield Bond ETF | Income Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
iShares J.P. Morgan EM High Yield Bond ETF | Indexing Investment Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take defensive positions under any market conditions, including declining markets.
iShares J.P. Morgan EM High Yield Bond ETF | Infectious Illness Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM High Yield Bond ETF | Issuer Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is
unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
iShares J.P. Morgan EM High Yield Bond ETF | Management Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
iShares J.P. Morgan EM High Yield Bond ETF | Market Trading Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
iShares J.P. Morgan EM High Yield Bond ETF | Non US Agency Debt Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Agency Debt Risk. The Fund invests in uncollateralized bonds issued by agencies, subdivisions or instrumentalities of foreign governments. Bonds issued by foreign government agencies, subdivisions or instrumentalities are generally backed only by the general creditworthiness and reputation of the entity issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to provide that support. A non-U.S. agency’s operations and financial condition are influenced by the foreign government’s economic and other policies.
iShares J.P. Morgan EM High Yield Bond ETF | Non U S Issuers Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include
differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Central and South American Economic Risk and Middle Eastern Economic Risk.
iShares J.P. Morgan EM High Yield Bond ETF | Operational Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM High Yield Bond ETF | Privatization Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
iShares J.P. Morgan EM High Yield Bond ETF | Reliance on Trading Partners Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, Central and South American Economic Risk,
European Economic Risk and U.S. Economic Risk.
iShares J.P. Morgan EM High Yield Bond ETF | Risk of Investing in China [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity
and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may
be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM High Yield Bond ETF | Risk of Investing in Frontier Markets [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, may be more likely to experience inflation, political turmoil and rapid changes in economic conditions than more developed and traditional emerging markets. Investments in frontier markets may be subject to a greater risk of loss than investments in more developed and traditional emerging markets. Frontier markets often have less uniformity in accounting and reporting requirements, unreliable securities valuations and greater risk associated with custody of securities. Economic, political, illiquidity and currency risks may be more pronounced with respect to investments in frontier markets than in emerging markets.
iShares J.P. Morgan EM High Yield Bond ETF | Risk of Investing in Saudi Arabia [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Saudi Arabia. The ability of foreign investors (such as the Fund) to invest in the securities of Saudi Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and unforeseen risks could materialize with respect to foreign ownership in such securities. The economy of Saudi Arabia is dominated by petroleum exports. A sustained decrease in petroleum prices could have a negative impact on all aspects of the economy. Investments in the securities of Saudi Arabian issuers involve risks not typically associated with investments in securities of issuers
in more developed countries that may negatively affect the value of the Fund’s investments. Such heightened risks may include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as a result of religious, ethnic and/or socioeconomic unrest. There remains the possibility that instability in the larger Middle East region could adversely impact the economy of Saudi Arabia, and there is no assurance of political stability in Saudi Arabia.
iShares J.P. Morgan EM High Yield Bond ETF | Securities Lending Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM High Yield Bond ETF | Security Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Security Risk. Some countries and regions in which the Fund invests 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 investments.
iShares J.P. Morgan EM High Yield Bond ETF | Sovereign and Quasi Sovereign Obligations Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Sovereign and Quasi-Sovereign Obligations Risk. The Fund invests in securities issued by or guaranteed by non-U.S. sovereign governments and by
entities affiliated with or backed by non-U.S. sovereign governments, which may be unable or unwilling to repay principal or interest when due. In times of economic uncertainty, the prices of these securities may be more volatile than those of corporate debt obligations or of other government debt obligations.
iShares J.P. Morgan EM High Yield Bond ETF | Tracking Error Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also
may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN EMERGING MARKETS ISSUERS MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER INDEX ETFs THAT DO NOT TRACK SUCH INDICES.
iShares J.P. Morgan EM High Yield Bond ETF | Valuation Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
iShares J.P. Morgan EM High Yield Bond ETF | iShares J.P. Morgan EM High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Management Fees rr_ManagementFeesOverAssets 0.50% [1]
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none [1]
Other Expenses rr_OtherExpensesOverAssets none [1],[2]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.50% [1]
1 Year rr_ExpenseExampleYear01 $ 51
3 Years rr_ExpenseExampleYear03 160
5 Years rr_ExpenseExampleYear05 280
10 Years rr_ExpenseExampleYear10 $ 628
2014 rr_AnnualReturn2014 2.06%
2015 rr_AnnualReturn2015 1.78%
2016 rr_AnnualReturn2016 14.72%
2017 rr_AnnualReturn2017 9.01%
2018 rr_AnnualReturn2018 (5.10%)
2019 rr_AnnualReturn2019 12.51%
2020 rr_AnnualReturn2020 4.02%
2021 rr_AnnualReturn2021 (2.54%)
2022 rr_AnnualReturn2022 (12.38%)
2023 rr_AnnualReturn2023 11.43%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel best
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 14.79%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel worst
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (18.81%)
One Year rr_AverageAnnualReturnYear01 11.43%
Five Years rr_AverageAnnualReturnYear05 2.18%
Ten Years rr_AverageAnnualReturnYear10 3.22%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 03, 2012
iShares J.P. Morgan EM High Yield Bond ETF | Return After Taxes on Distributions | iShares J.P. Morgan EM High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 8.28% [3]
Five Years rr_AverageAnnualReturnYear05 (0.37%) [3]
Ten Years rr_AverageAnnualReturnYear10 0.57% [3]
iShares J.P. Morgan EM High Yield Bond ETF | Return After Taxes on Distributions and Sale of Fund Shares | iShares J.P. Morgan EM High Yield Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 6.63% [3]
Five Years rr_AverageAnnualReturnYear05 0.58% [3]
Ten Years rr_AverageAnnualReturnYear10 1.29% [3]
iShares J.P. Morgan EM High Yield Bond ETF | J.P. Morgan USD Emerging Markets High Yield Bond Index (Index returns do not reflect deductions for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 12.03% [4]
Five Years rr_AverageAnnualReturnYear05 2.52% [4]
Ten Years rr_AverageAnnualReturnYear10 3.54% [4]
[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] After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
[4] Index returns through February 29, 2020 reflect the performance of the Morningstar® Emerging Markets High Yield Bond Index. Index returns beginning on March 2, 2020 reflect the performance of the J.P. Morgan USD Emerging Markets High Yield Bond Index, which, effective as of March 2, 2020, replaced the Morningstar® Emerging Markets High Yield Bond Index as the Underlying Index of the Fund.
XML 42 R5.htm IDEA: XBRL DOCUMENT v3.24.0.1
Label Element Value
iShares J.P. Morgan EM Local Currency Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading iSHARES® J.P. MORGAN EM LOCAL CURRENCY BOND ETF Ticker: LEMBStock Exchange: NYSE Arca
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The iShares J.P. Morgan EM Local Currency Bond ETF (the Fund) seeks to track the investment results of an index composed of local currency denominated, emerging market sovereign bonds.
Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
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, Inc. (the Company) 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.
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.
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover.
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 45% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 45.00%
Expense Example [Heading] rr_ExpenseExampleHeading Example.
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock 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:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to track the investment results of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (the Underlying Index), which tracks the performance of local currency-denominated sovereign bond markets of emerging market countries. All bonds included in the Underlying Index are selected according to a set of rule-based inclusion criteria regarding issue size, bond type, maturity, and liquidity. The securities included in the Underlying Index are rebalanced on the last weekday of the month. Eligible countries included in the Underlying Index are determined by JPMorgan Chase & Co. or its affiliates (the Index Provider or J.P. Morgan) based on the Index Provider’s definition of emerging market countries.
Eligible issuer countries must have (1) gross national income (GNI) below the Index Income Ceiling (IIC) for three consecutive years or (2) an Index Purchasing Power Parity Ratio (the IPR) below the EM IPR threshold, each as defined by the Index Provider, for three consecutive years. An existing
country may be considered for removal from the Underlying Index if its GNI per capita is above the IIC for three consecutive years and its long-term sovereign credit rating from Standard & Poor’s Global Ratings (S&P Global), Moody’s Investors Service, Inc. (Moody’s), and Fitch Ratings, Inc. (Fitch) is A-/A3/A- or above for three consecutive years. For purposes of compiling the Underlying Index, individual country weights are capped at maximum 15% and floored at minimum 4.5%. Eligible individual securities must have a minimum face amount outstanding of U.S. $1 billion equivalent for onshore local currency bonds and U.S. $500 million for global bonds (offshore currency linked bonds). All component securities must have at least 2.5 years to maturity from the inclusion date and a remaining maturity of 6 months or greater at the time of rebalancing to remain eligible for the Underlying Index.
Floating-rate issues, capitalization/amortizing bonds, and bonds with callable, puttable or convertible features are not eligible for inclusion in the Underlying Index.
As of October 31, 2023, the Underlying Index included securities issued by Brazil, Chile, China, Colombia, Czech Republic, Dominican Republic, Egypt, Hungary, Indonesia, Malaysia, Mexico, Peru, Poland, Romania, Serbia, South Africa, Thailand, Turkey and Uruguay.
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index. The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash
and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Underlying Index is sponsored by J.P. Morgan, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Risk [Heading] rr_RiskHeading Summary of Principal Risks
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Two versions of the Underlying Index are calculated by the Index Provider - (i) the gross-of-tax total return index, which is calculated without regard to withholding taxes on interest income, and (ii) the net-of-tax total return index, which is calculated by deducting withholding taxes on interest income from the gross-of-tax total return of the Underlying Index. As of October 2, 2023, the Fund compares its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) because it accounts for the impact of withholding taxes on earned interest, by deducting the highest prevailing tax rate levied on offshore investors (i.e., investors that are offshore to the specific emerging market) from the gross-of-tax total return. Previously, the Fund compared its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax). The performance of both the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) and the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) are shown in the Average Annual Total Returns table, below. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index.
Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex As of October 2, 2023, the Fund compares its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) because it accounts for the impact of withholding taxes on earned interest, by deducting the highest prevailing tax rate levied on offshore investors (i.e., investors that are offshore to the specific emerging market) from the gross-of-tax total return. Previously, the Fund compared its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax). The performance of both the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) and the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) are shown in the Average Annual Total Returns table, below.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 1-800-iShares (1-800-474-2737) (toll free)
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.iShares.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Calendar Year by Year Returns 
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The best calendar quarter return during the periods shown above was 9.10% in the 2nd quarter of 2020; the worst was -14.63% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2023) 
Performance Table Market Index Changed rr_PerformanceTableMarketIndexChanged On October 2, 2023, the Fund changed from tracking the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax).
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk Nondiversified Status [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk Lose Money [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock 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.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk of Investing in Emerging Markets [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Emerging Markets. Investments in emerging market issuers may be subject to a greater risk of loss than investments in issuers located or operating in more developed markets. Emerging markets may be more likely to experience inflation, social instability, political turmoil or rapid changes in economic conditions than more developed markets. Companies in many emerging markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the securities in which the Fund invests may be less reliable or complete. Emerging markets often have less reliable securities valuations and greater risk associated with custody of securities than developed markets. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM Local Currency Bond ETF | Interest Rate Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and
detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent years heightens the risks associated with rising interest rates.
iShares J.P. Morgan EM Local Currency Bond ETF | Credit Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
iShares J.P. Morgan EM Local Currency Bond ETF | Market Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
iShares J.P. Morgan EM Local Currency Bond ETF | Index Related Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
iShares J.P. Morgan EM Local Currency Bond ETF | Asset Class Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
iShares J.P. Morgan EM Local Currency Bond ETF | Authorized Participant Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
iShares J.P. Morgan EM Local Currency Bond ETF | Commodity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Commodity Risk. The Fund invests in companies that are susceptible to fluctuations in certain commodity markets and to price changes due to trade relations. Any negative changes in commodity markets that may be due to changes in supply and demand for commodities, market events, war, regulatory developments, other catastrophic events, or other factors that the Fund cannot control could have an adverse impact on those companies.
iShares J.P. Morgan EM Local Currency Bond ETF | Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
iShares J.P. Morgan EM Local Currency Bond ETF | Currency Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
iShares J.P. Morgan EM Local Currency Bond ETF | Custody Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Custody Risk. Less developed securities markets are more likely to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories.
iShares J.P. Morgan EM Local Currency Bond ETF | Cybersecurity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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.
Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
iShares J.P. Morgan EM Local Currency Bond ETF | Geographic Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
iShares J.P. Morgan EM Local Currency Bond ETF | High Yield Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch, or below Baa3 by Moody's), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
iShares J.P. Morgan EM Local Currency Bond ETF | Illiquid Investments Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments
during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
iShares J.P. Morgan EM Local Currency Bond ETF | Income Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
iShares J.P. Morgan EM Local Currency Bond ETF | Indexing Investment Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take defensive positions under any market conditions, including declining markets.
iShares J.P. Morgan EM Local Currency Bond ETF | Infectious Illness Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Local Currency Bond ETF | Issuer Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
iShares J.P. Morgan EM Local Currency Bond ETF | Management Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
iShares J.P. Morgan EM Local Currency Bond ETF | Market Trading Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
iShares J.P. Morgan EM Local Currency Bond ETF | Non U S Issuers Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by
U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to Asian Economic Risk, Central and South American Economic Risk and Eastern European Economic Risk.
iShares J.P. Morgan EM Local Currency Bond ETF | Operational Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares J.P. Morgan EM Local Currency Bond ETF | Privatization Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Privatization Risk. Some countries in which the Fund invests have privatized, or have begun the process of privatizing, certain entities and industries. Privatized entities may lose money or be re-nationalized.
iShares J.P. Morgan EM Local Currency Bond ETF | Reliance on Trading Partners Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European
Economic Risk, and North American Economic Risk.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk of Investing in the China Bond Market [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in the China Bond Market. The Fund invests directly in the domestic bond market in the People’s Republic of China (China or the PRC) (the China Interbank Bond Market) through the northbound trading Bond Connect. All bonds traded through Bond Connect will be registered in the name of the PRC’s Central Moneymarkets Unit (CMU), which will hold such bonds as a nominee owner. The precise nature and rights of the Fund as the beneficial owner of the bonds traded in the China Interbank Bond Market through CMU as nominee are relatively new and untested areas of PRC law, and the exact nature of the Fund’s remedies and methods of enforcement of the rights and interests of the Fund under PRC law are also uncertain.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds in the China Interbank Bond Market may result in prices of certain bonds to fluctuate significantly, and the systems used to trade in the market may not function as expected. Trading through Bond Connect is also subject to regulatory risks, including rules and regulations that are subject to change, and there can be no assurance that Bond Connect or certain features or systems thereof will not be materially altered, suspended, discontinued or abolished. The Fund may also be subject to additional taxation if certain tax exemptions under prevailing PRC tax regulations are withdrawn or amended.
Any taxes arising from or to the Fund may be directly borne by, or indirectly passed on to, the Fund, which may result in a substantial impact to its NAV. Investing through Bond Connect subjects the Fund to currency risk, to the extent that currency rates used for Bond Connect are different than the rates used in the China Interbank Bond Market.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk of Investing in China [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in China. Investments in bonds of Chinese issuers (including variable interest entities associated with an underlying Chinese operating company) subject the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability.
Chinese issuers are also subject to the risk that Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.
China has experienced security concerns, such as terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity
and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China's or the region's security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund's investments. Export growth continues to be a major driver of China's rapid economic growth. Reduction in spending on Chinese products and services, supply chain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or a trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. The Underlying Index may include companies that are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national security, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective to track the performance of the Underlying Index.
Chinese issuers are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as issuers in more developed countries. As a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may
be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese issuers, and investors may have limited legal remedies. The Fund is not actively managed and does not select investments based on investor protection considerations.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk of Investing in Russia [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Russia. Investing in Russian securities involves significant risks, including legal, regulatory, currency and economic risks that are specific to Russia. In addition, investing in Russian securities involves risks associated with the settlement of portfolio transactions and loss of the Fund’s ownership rights in its portfolio securities as a result of the system of share registration and custody in Russia. Governments in the U.S. and many other countries have imposed economic sanctions on certain Russian
individuals and Russian corporate and banking entities. A number of jurisdictions may also institute broader sanctions on Russia. Russia has issued a number of countersanctions, some of which restrict the distribution of profits by limited liability companies (e.g., dividends), and prohibit Russian persons from entering into transactions with designated persons from unfriendly states as well as the export of raw materials or other products from Russia to certain sanctioned persons. Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies, or Russian individuals, including politicians, may impact Russia’s economy and Russian companies in which the Fund invests. Actual and threatened responses to Russian military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to have collateral impacts on such sectors globally. Russian companies may be unable to pay dividends and, if they pay dividends, the Fund may be unable to receive them. As a result of sanctions,
the Fund is currently restricted from trading in Russian securities, including those in its portfolio, while the Underlying Index has removed Russian securities. It is unknown when, or if, sanctions may be lifted or the Fund’s ability to trade in Russian securities will resume.
iShares J.P. Morgan EM Local Currency Bond ETF | Risk of Investing in Frontier Markets [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Frontier Markets. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, may be more likely to experience inflation, political turmoil and rapid changes in economic conditions than more developed and traditional emerging markets. Investments in frontier markets may be subject to a greater risk of loss than investments in more developed and traditional emerging markets. Frontier markets often have less uniformity in accounting and reporting requirements, unreliable securities valuations and greater risk associated with custody of securities. Economic, political, illiquidity and currency risks may be more pronounced with respect to investments in frontier markets than in emerging markets.
iShares J.P. Morgan EM Local Currency Bond ETF | Security Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Security Risk. Some countries and regions in which the Fund invests 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 investments.
iShares J.P. Morgan EM Local Currency Bond ETF | Sovereign and Quasi Sovereign Obligations Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Sovereign and Quasi-Sovereign Obligations Risk. The Fund invests in securities issued by or guaranteed by non-U.S. sovereign governments and by entities affiliated with or backed by non-U.S. sovereign governments, which may be unable or unwilling to repay principal or interest when due. In times of economic uncertainty, the prices of these securities may be more volatile than those of corporate debt obligations or of other government debt obligations. Sovereign obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of the Fund’s sovereign obligations to decline.
iShares J.P. Morgan EM Local Currency Bond ETF | Tracking Error Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and
other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. BFA EXPECTS THAT THE FUND WILL EXPERIENCE HIGHER TRACKING ERROR THAN IS TYPICAL FOR SIMILAR INDEX ETFs.
iShares J.P. Morgan EM Local Currency Bond ETF | Treasury Obligations Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Treasury Obligations Risk. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of a government may cause the value of the Fund's treasury obligations to decline.
iShares J.P. Morgan EM Local Currency Bond ETF | Valuation Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the
Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or
redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
iShares J.P. Morgan EM Local Currency Bond ETF | iShares J.P. Morgan EM Local Currency Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Management Fees rr_ManagementFeesOverAssets 0.30% [1]
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none [1]
Other Expenses rr_OtherExpensesOverAssets none [1],[2]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.30% [1]
1 Year rr_ExpenseExampleYear01 $ 31
3 Years rr_ExpenseExampleYear03 97
5 Years rr_ExpenseExampleYear05 169
10 Years rr_ExpenseExampleYear10 $ 381
2014 rr_AnnualReturn2014 (4.04%)
2015 rr_AnnualReturn2015 (11.76%)
2016 rr_AnnualReturn2016 7.01%
2017 rr_AnnualReturn2017 12.32%
2018 rr_AnnualReturn2018 (7.65%)
2019 rr_AnnualReturn2019 6.70%
2020 rr_AnnualReturn2020 2.67%
2021 rr_AnnualReturn2021 (10.01%)
2022 rr_AnnualReturn2022 (10.50%)
2023 rr_AnnualReturn2023 7.68%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel best
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 9.10%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel worst
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (14.63%)
One Year rr_AverageAnnualReturnYear01 7.68%
Five Years rr_AverageAnnualReturnYear05 (1.02%)
Ten Years rr_AverageAnnualReturnYear10 (1.13%)
Inception Date rr_AverageAnnualReturnInceptionDate Oct. 18, 2011
iShares J.P. Morgan EM Local Currency Bond ETF | Return After Taxes on Distributions | iShares J.P. Morgan EM Local Currency Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 7.21% [3]
Five Years rr_AverageAnnualReturnYear05 (1.80%) [3]
Ten Years rr_AverageAnnualReturnYear10 (1.74%) [3]
iShares J.P. Morgan EM Local Currency Bond ETF | Return After Taxes on Distributions and Sale of Fund Shares | iShares J.P. Morgan EM Local Currency Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 4.65% [3]
Five Years rr_AverageAnnualReturnYear05 (1.05%) [3]
Ten Years rr_AverageAnnualReturnYear10 (1.06%) [3]
iShares J.P. Morgan EM Local Currency Bond ETF | J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) (Index returns do not reflect deductions for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 8.28% [4]
Five Years rr_AverageAnnualReturnYear05 (0.67%) [4]
Ten Years rr_AverageAnnualReturnYear10 (0.62%) [4]
iShares J.P. Morgan EM Local Currency Bond ETF | J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) (Index returns do not reflect deductions for fees, expenses, or taxes, except for withholding taxes on interest income)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 [4]
Five Years rr_AverageAnnualReturnYear05 [4]
Ten Years rr_AverageAnnualReturnYear10 [4]
Inception Date rr_AverageAnnualReturnInceptionDate Sep. 29, 2023
[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] After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
[4] Index returns through May 31, 2017 reflect the performance of the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax), which, effective as of June 1, 2017, replaced the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index as the Underlying Index of the Fund. On October 2, 2023, the Fund changed from tracking the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax). The inception date of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) variant is September 29, 2023.
XML 43 R6.htm IDEA: XBRL DOCUMENT v3.24.0.1
Label Element Value
iShares US & Intl High Yield Corp Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading iSHARES® US & INTL HIGH YIELD CORP BOND ETF Ticker: GHYGStock Exchange: Cboe BZX
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The iShares US & Intl High Yield Corp Bond ETF (the Fund) seeks to track the investment results of an index composed of U.S. dollar, euro, British pound sterling and Canadian dollar-denominated, high yield corporate bonds.
Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
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, Inc. (the Company) 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.
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.
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover.
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 19% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 19.00%
Expense Example [Heading] rr_ExpenseExampleHeading Example.
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock 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:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to track the investment results of the Markit iBoxx Global Developed Markets High Yield Index (the Underlying Index), which is a rules-based index consisting of high yield (as determined by Markit Indices Limited (the Index Provider or Markit)) corporate bonds denominated in U.S. dollars, euros, British pounds sterling and Canadian dollars. The Underlying Index is designed to provide a broad representation of the global high yield corporate bond market. High yield bonds are also known as junk bonds. The Underlying Index is made up of corporate bonds that are issued by companies domiciled in countries classified as developed markets by the Index Provider. The Underlying Index is a market value weighted index with a cap on each issuer of 3%. There is no limit to the number of issues in the Underlying Index. As of October 31, 2023, a significant portion of the Underlying Index is represented by securities of companies in the consumer services industry or sector. The components of
the Underlying Index are likely to change over time.
The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the Securities Act of 1933, as amended (the 1933 Act).
BFA uses an indexing approach to try to achieve the Fund’s investment objective. Unlike many investment companies, the Fund does not try to beat the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued.
Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index but also may reduce some of the risks of active management, such as poor security selection. Indexing seeks to achieve lower costs and better after-tax performance by aiming to keep portfolio turnover low in comparison to actively managed investment companies.
BFA uses a representative sampling indexing strategy to manage the Fund. 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 the aggregate, investment characteristics (based on factors such as market value and industry weightings), fundamental characteristics (such as return variability, duration (i.e., a security's price sensitivity to a change in interest rates), maturity or credit ratings and yield) and liquidity measures similar to those of an applicable underlying index.
The Fund may or may not hold all of the securities in the Underlying Index.
The Fund will invest at least 80% of its assets in the component securities of the Underlying Index, and the Fund will invest at least 90% of its assets in fixed income securities of the types included in the Underlying Index that BFA believes will help the Fund track the Underlying Index. The Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will help the Fund track the Underlying Index as well as in fixed income securities other than the types included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Cash and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of investments included in the Underlying Index. The Fund seeks to track the investment results of the Underlying Index before fees and expenses of the Fund.
The Fund may lend securities representing up to one-third of the value of the Fund's total assets (including the value of any collateral received).
The Underlying Index is sponsored by Markit, which isindependent of the Fund and BFA. The Index Provider determines the composition and relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.
Risk [Heading] rr_RiskHeading Summary of Principal Risks
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Both assume that all dividends and distributions have been reinvested in the Fund. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had not waived certain Fund fees during certain periods, the Fund's returns would have been lower.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 1-800-iShares (1-800-474-2737) (toll free)
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.iShares.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Calendar Year by Year Returns 
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The best calendar quarter return during the periods shown above was 9.44% in the 2nd quarter of 2020; the worst was -13.35% in the 1st quarter of 2020.
Updated performance information, including the Fund’s current NAV, may be obtained by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free).
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2023) 
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
iShares US & Intl High Yield Corp Bond ETF | Risk Lose Money [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock 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.
iShares US & Intl High Yield Corp Bond ETF | Interest Rate Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Interest Rate Risk. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities. The historically low interest rate environment in recent
years heightens the risks associated with rising interest rates.
iShares US & Intl High Yield Corp Bond ETF | Risk of Investing in Developed Countries [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in Developed Countries. The 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 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.
iShares US & Intl High Yield Corp Bond ETF | Credit Risks [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Credit Risk. Debt issuers and other counterparties may be unable or unwilling to make timely interest and/or principal payments when due or otherwise honor their obligations. Changes in an issuer’s credit rating or
the market’s perception of an issuer’s creditworthiness may also adversely affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on an issuer's or counterparty's financial condition and on the terms of an obligation.
iShares US & Intl High Yield Corp Bond ETF | Market Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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, 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 Fundand its investments and could result in increased premiums or discounts to the Fund’s NAV.
iShares US & Intl High Yield Corp Bond ETF | Index Related Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Index-Related Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying
Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions or other unforeseen circumstances (such as natural disasters, political unrest or war) may impact the Index Provider or a third-party data provider, and could cause the Index Provider to postpone a scheduled rebalance. This could cause the Underlying Index to vary from its normal or expected composition.
iShares US & Intl High Yield Corp Bond ETF | Asset Class Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Asset Class Risk. Securities and other assets in the Underlying Index or in the Fund's portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes.
iShares US & Intl High Yield Corp Bond ETF | Authorized Participant Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Authorized Participant Concentration Risk. Only an Authorized Participant (as defined in the Creations and Redemptions section of this prospectus (the Prospectus)) may engage in creation or redemption transactions directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). To the extent that Authorized Participants exit the business or are unable to proceed with
creation or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem, Fund shares may be 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 exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
iShares US & Intl High Yield Corp Bond ETF | Call Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may call or repay the security before its stated maturity, and the Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund's income, or in securities with greater risks or with other less favorable features.
iShares US & Intl High Yield Corp Bond ETF | Consumer Services Industry Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Consumer Services Industry Risk. Companies in the consumer services industry may be affected by, among other things, changes in the domestic and international economies, exchange rates, competition, consumers' disposable income and consumer preferences. Companies in the consumer services industry are facing
increased government and regulatory scrutiny and may be subject to adverse government or regulatory action.
iShares US & Intl High Yield Corp Bond ETF | Concentration Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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 and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector, market segment or asset class.
iShares US & Intl High Yield Corp Bond ETF | Currency Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Currency Risk. Because the Fund's NAV is determined in U.S. dollars, the Fund's NAV could decline if the currency of a non-U.S. market in which the Fund invests depreciates against the U.S. dollar. Generally, an increase in the value of the U.S. dollar against a foreign currency will reduce the value of a security denominated in that foreign currency, thereby decreasing the Fund's overall NAV. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the Fund's NAV may change quickly and without warning.
iShares US & Intl High Yield Corp Bond ETF | Cybersecurity Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Cybersecurity Risk. Failures or breaches of the electronic systems of the Fund, the Fund's adviser, distributor, the Index Provider and other service providers, market makers, Authorized Participants or the issuers of securities in which the Fund invests have the ability to cause disruptions, negatively impact the Fund’s business operations and/or potentially result in financial losses to 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. Furthermore, the Fund cannot control the cybersecurity plans and systems of the Fund’s Index Provider and other service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.
iShares US & Intl High Yield Corp Bond ETF | Geographic Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Geographic Risk. A natural disaster could occur in a geographic region in which the Fund invests, which could adversely affect the economy or the business operations of companies in the
specific geographic region, causing an adverse impact on the Fund's investments in, or which are exposed to, the affected region.
iShares US & Intl High Yield Corp Bond ETF | High Yield Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
High Yield Securities Risk. Securities that are rated below investment-grade (commonly referred to as junk bonds, which may include those bonds rated below BBB- by S&P Global Ratings and Fitch Ratings, Inc. (Fitch) or below Baa3 by Moody's Investors Service, Inc. (Moody's)), or are unrated, may be deemed speculative, may involve greater levels of risk than higher-rated securities of similar maturity and may be more likely to default.
iShares US & Intl High Yield Corp Bond ETF | Illiquid Investments Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Illiquid Investments Risk. The 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 the 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. To the extent the Fund holds illiquid investments, the illiquid investments may reduce the returns of the Fund because the Fund may be unable to transact at advantageous times or prices. In addition, if the Fund is limited in its ability to sell illiquid investments during periods when shareholders are redeeming their shares, the Fund will need to sell liquid securities to meet redemption requests and illiquid securities will become a larger portion of the Fund’s holdings. During periods of market volatility, liquidity in the market for the Fund’s shares may be impacted by the liquidity in the market for the underlying securities or instruments held by the Fund, which could lead to the Fund’s shares trading at a premium or discount to the Fund’s NAV.
iShares US & Intl High Yield Corp Bond ETF | Income Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Income Risk. The Fund's income may decline if interest rates fall. This decline in income can occur because the Fund may subsequently invest in lower-yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the Underlying Index are substituted, or the Fund otherwise needs to purchase additional bonds.
iShares US & Intl High Yield Corp Bond ETF | Indexing Investment Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Indexing Investment Risk. The Fund is not actively managed, and BFA generally does not attempt to take defensive positions under any market conditions, including declining markets.
iShares US & Intl High Yield Corp Bond ETF | Infectious Illness Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares US & Intl High Yield Corp Bond ETF | Issuer Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Issuer Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The Fund may be adversely affected if an issuer of underlying securities held by the Fund is unable or unwilling to repay principal or interest when due. Changes in the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline.
iShares US & Intl High Yield Corp Bond ETF | Management Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Management Risk. As the Fund will not fully replicate the Underlying Index, it is subject to the risk that BFA's investment strategy may not produce the intended results.
iShares US & Intl High Yield Corp Bond ETF | Market Trading Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV.
iShares US & Intl High Yield Corp Bond ETF | Non U S Issuers Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Non-U.S. Issuers Risk. Securities issued by non-U.S. issuers carry different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability, regulatory and economic differences, and potential restrictions on the flow of international capital. The Fund is specifically exposed to European Economic Risk.
iShares US & Intl High Yield Corp Bond ETF | Operational Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares US & Intl High Yield Corp Bond ETF | Privately Issued Securities Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Privately Issued Securities Risk. The Fund will invest in privately issued securities, including those that are normally purchased pursuant to Rule
144A or Regulation S promulgated under the 1933 Act. Privately issued securities are securities that have not been registered under the 1933 Act and as a result may be subject to legal restrictions on resale. Privately issued securities are generally not traded on established markets. As a result of the absence of a public trading market, privately issued securities may be deemed to be illiquid investments, may be more difficult to value than publicly traded securities and may be subject to wide fluctuations in value. Delay or difficulty in selling such securities may result in a loss to the Fund.
iShares US & Intl High Yield Corp Bond ETF | Risk of Investing in the U S [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Risk of Investing in the U.S. Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure.
iShares US & Intl High Yield Corp Bond ETF | Reliance on Trading Partners Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Reliance on Trading Partners Risk. The Fund invests in countries or regions whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund's investments. Through its holdings of securities of certain issuers, the Fund is specifically exposed to Asian Economic Risk, European Economic Risk and North American Economic Risk.
iShares US & Intl High Yield Corp Bond ETF | Securities Lending Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
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.
iShares US & Intl High Yield Corp Bond ETF | Tracking Error Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Underlying Index, pricing differences(including, as applicable, differences between a security’s price at the local market close and the Fund's valuation of a security at the time of calculation of the Fund's NAV), transaction costs incurred by the Fund, the Fund’s holding of uninvested cash, differences in timing of the accrual or the valuation of distributions, 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 Index or the costs to the Fund of complying with various new or existing regulatory requirements, among other reasons. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Underlying Index does not. INDEX ETFs THAT TRACK INDICES WITH SIGNIFICANT WEIGHT IN HIGH YIELD SECURITIES MAY EXPERIENCE HIGHER TRACKING ERROR THAN OTHER ETFs THAT DO NOT TRACK SUCH INDICES.
iShares US & Intl High Yield Corp Bond ETF | Valuation Risk [Member]  
Risk/Return: rr_RiskReturnAbstract  
Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The price the Fund could receive upon the sale of a security or other asset may differ from the Fund's valuation of the security or other asset and from the value used by the
Underlying Index, particularly for securities or other assets that trade in low volume or volatile markets 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 portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund's shares. Authorized Participants who purchase or
redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the securities 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.
iShares US & Intl High Yield Corp Bond ETF | iShares US & Intl High Yield Corp Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
Management Fees rr_ManagementFeesOverAssets 0.40% [1]
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none [1]
Other Expenses rr_OtherExpensesOverAssets none [1],[2]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.40% [1]
1 Year rr_ExpenseExampleYear01 $ 41
3 Years rr_ExpenseExampleYear03 128
5 Years rr_ExpenseExampleYear05 224
10 Years rr_ExpenseExampleYear10 $ 505
2014 rr_AnnualReturn2014 (0.67%)
2015 rr_AnnualReturn2015 (6.40%)
2016 rr_AnnualReturn2016 12.29%
2017 rr_AnnualReturn2017 9.50%
2018 rr_AnnualReturn2018 (3.67%)
2019 rr_AnnualReturn2019 13.22%
2020 rr_AnnualReturn2020 6.38%
2021 rr_AnnualReturn2021 2.02%
2022 rr_AnnualReturn2022 (12.57%)
2023 rr_AnnualReturn2023 13.73%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel best
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 9.44%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel worst
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (13.35%)
One Year rr_AverageAnnualReturnYear01 13.73%
Five Years rr_AverageAnnualReturnYear05 4.09%
Ten Years rr_AverageAnnualReturnYear10 3.01%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 03, 2012
iShares US & Intl High Yield Corp Bond ETF | Return After Taxes on Distributions | iShares US & Intl High Yield Corp Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 11.04% [3]
Five Years rr_AverageAnnualReturnYear05 2.05% [3]
Ten Years rr_AverageAnnualReturnYear10 0.94% [3]
iShares US & Intl High Yield Corp Bond ETF | Return After Taxes on Distributions and Sale of Fund Shares | iShares US & Intl High Yield Corp Bond ETF  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 8.02% [3]
Five Years rr_AverageAnnualReturnYear05 2.26% [3]
Ten Years rr_AverageAnnualReturnYear10 1.35% [3]
iShares US & Intl High Yield Corp Bond ETF | Markit iBoxx Global Developed Markets High Yield Index (Index returns do not reflect deductions for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
One Year rr_AverageAnnualReturnYear01 13.97%
Five Years rr_AverageAnnualReturnYear05 4.21%
Ten Years rr_AverageAnnualReturnYear10 3.17%
[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] After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions.
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The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. (C) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(16), that is not subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter pursuant to \u00a7 270.2a\u20137(c)(2)(iii) of this chapter, and that has not chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii), include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. Instruction. If an affiliated person, promoter, or principal underwriter of the Fund, or an affiliated person of such a person, has contractually committed to provide financial support to the Fund, and the term of the agreement will extend for at least one year following the effective date of the Fund's registration statement, the statement specified in Item 4(b)(1)(ii)(A), Item 4(b)(1)(ii)(B), or Item 4(b)(1)(ii)(C) may omit the last sentence (\"The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.\"). 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Objective <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The iShares International High Yield Bond ETF (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) seeks to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment results of an index composed of euro, British pound sterling and Canadian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollar-denominated, high yield corporate bonds.</span></div> Fees and Expenses <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The following table describes the fees and expenses that you will incur if you buy, hold </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and sell shares of the Fund. The investment advisory agreement between iShares, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Company</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) and BlackRock Fund Advisors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investment Advisory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agreement</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) provides that BFA will pay all operating expenses of the Fund, except: (i) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the acquisition and disposition of portfolio securities and the execution of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions, including brokerage commissions, (v) distribution fees or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses, and (vi) litigation expenses and any extraordinary expenses.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">You may pay other fees, such as brokerage commissions and other fees to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">financial intermediaries, which are not reflected in the tables and examples </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">below.</span></div> Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1 0.0040 0 0.0000 0.0040 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: 41 128 224 505 Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 33% of the average value of its portfolio. 0.33 Principal Investment Strategies <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund seeks to track the investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results of the Markit iBoxx Global </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Developed Markets ex-US High Yield </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a rules-based index consisting of high </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield (as determined by Markit Indices </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Limited (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Markit</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) corporate bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">denominated in euros, British pounds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sterling and Canadian dollars. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index is designed to provide </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a broad representation of the global </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ex-U.S. dollar high yield corporate bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market. High yield bonds are also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">known as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index is made up of corporate bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are issued by companies domiciled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in countries classified as developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets by the Index Provider. Bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">must be from issuers with at least $1 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">billion face value of debt outstanding. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is a market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weighted index with a cap on each </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of 3%. There is no limit to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of issues in the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index. As of October 31, 2023, a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant portion of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index is represented by securities of </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies in the financials and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">telecommunications industries or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sectors. The components of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index are likely to change </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">over time.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may invest in privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities, including those that are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">normally purchased pursuant to Rule </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">144A or Regulation S promulgated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">under the Securities Act of 1933, as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">amended (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">1933 Act</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund, under normal market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions, will invest at least 40% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in issuers organized or located </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outside the U.S. or doing business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outside the U.S.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The maturities of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index range from 1-15 years. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">As of October 31, 2023, the weighted </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">average maturity of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index was 7.13 years, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the weighted average life of these </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities (which includes the impact of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calls) was 3.61 years.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses an indexing approach to try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">achieve the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">objective. Unlike many investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, the Fund does not try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">beat</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the index it tracks and does not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek temporary defensive positions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when markets decline or appear </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overvalued.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Indexing may eliminate the chance that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund will substantially outperform </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index but also may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reduce some of the risks of active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">management, such as poor security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selection. Indexing seeks to achieve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower costs and better after-tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance by aiming to keep portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turnover low in comparison to actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed investment companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses a representative sampling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy to manage the Fund. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Representative sampling</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> is an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy that involves investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in a representative sample of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that collectively has an investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">profile similar to that of an applicable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying index. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected are expected to have, in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aggregate, investment characteristics </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(based on factors such as market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and industry weightings), fundamental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics (such as return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">variability, duration (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, a security's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">price sensitivity to a change in interest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates), maturity or credit ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield) and liquidity measures similar to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those of an applicable underlying index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may or may not hold all of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest at least 80% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the component securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index, and the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invest at least 90% of its assets in fixed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">income securities of the types included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index that BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">believes will help the Fund track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. The Fund will invest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no more than 10% of its assets in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">futures, options and swaps contracts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that BFA believes will help the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the Underlying Index as well as in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fixed income securities other than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">types included in the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">but which BFA believes will help the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund track the Underlying Index. Cash </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and cash equivalent investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with a derivative position will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be treated as part of that position for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the purposes of calculating the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">percentage of investments included in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index. The Fund seeks to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the investment results of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index before fees and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses of the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is sponsored by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Markit, which is</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">independent of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund and BFA. The Index Provider </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determines the composition and relative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weightings of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index and publishes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information regarding the market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Industry Concentration Policy.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will concentrate its investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, hold 25% or more of its total </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets) in a particular industry or group </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of industries to approximately the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Underlying Index is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated. For purposes of this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitation, securities of the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government (including its agencies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities), repurchase </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agreements collateralized by U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government securities, and securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">state or municipal governments and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">their political subdivisions are not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">considered to be issued by members of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any industry.</span></div> Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. 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. <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">High Yield Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are rated below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which may include those bonds rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BBB-</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by S&amp;P Global Ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch Ratings, Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) or below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Baa3</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by Moody's Investors Service, </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody's</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)), or are unrated, may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">deemed speculative, may involve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater levels of risk than higher-rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities of similar maturity and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be more likely to default.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Credit Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Debt issuers and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparties may be unable or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unwilling to make timely interest and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">principal payments when due or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">otherwise honor their obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Changes in an issuer’s credit rating or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the market’s perception of an issuer’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creditworthiness may also adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment in that issuer. The degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit risk depends on an issuer's or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparty's financial condition and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on the terms of an obligation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Interest Rate Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">very low or negative interest rates, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may be unable to maintain positive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">returns or pay dividends to Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders. Very low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates may magnify interest rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk. Changing interest rates, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates that fall below zero, may have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unpredictable effects on markets, result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in heightened market volatility and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">detract from the Fund’s performance to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent the Fund is exposed to such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates. Additionally, under </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain market conditions in which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates are low and the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices for portfolio securities have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased, the Fund may have a very low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or even negative yield. A low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield would cause the Fund to lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money in certain conditions and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain time periods. An increase in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates will generally cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of securities held by the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline, may lead to heightened </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility in the fixed-income markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and may adversely affect the liquidity of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain fixed-income investments, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including those held by the Fund. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Because rates on certain floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities typically reset only </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">periodically, changes in prevailing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates (and particularly sudden </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and significant changes) can be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expected to cause some fluctuations in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the net asset value of the Fund to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that it invests in floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities. The historically low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate environment in recent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">years heightens the risks associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with rising interest rates.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Countries</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund’s investment in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed country issuers will subject </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund to legal, regulatory, political, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency, security, economic and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks associated with developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries. Developed countries tend to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">represent a significant portion of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global economy and have generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced slower economic growth </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than some less developed countries. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Certain developed countries have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced security concerns, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">war, terrorism and strained international </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relations. Incidents involving a country’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or region’s security may cause </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">uncertainty in its markets and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect its economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s investments. In addition, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries may be adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by changes to the economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions of certain key trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners, regulatory burdens, debt </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">burdens and the price or availability of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain commodities.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund could lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money over short periods due to short-term</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> market movements and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">longer periods during more prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market downturns. Local, regional or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global events such as war, acts of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">terrorism, public health issues, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">recessions, the prospect or occurrence </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a sovereign default or other financial </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">crisis, or other events could have a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant impact on the Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and could result in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Index-Related Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There is no </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guarantee that the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results will have a high degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">correlation to those of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index or that the Fund will achieve its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment objective. Market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions and regulatory restrictions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have an adverse effect on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ability to adjust its exposure to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the required levels in order to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Errors in index data, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">index computations or the construction </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index in accordance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with its methodology may occur from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">time to time and may not be identified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and corrected by the Index Provider for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a period of time or at all, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse impact on the Fund and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its shareholders. Unusual market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions or other unforeseen </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">circumstances (such as natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disasters, political unrest or war) may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Index Provider or a third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> data provider, and could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider to postpone a scheduled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalance. This could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index to vary from its normal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or expected composition.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Asset Class Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Securities and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the Underlying Index or in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's portfolio may underperform in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to the general financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets, a particular financial market or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other asset classes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Authorized Participant Concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Only an Authorized Participant (as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Creations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Redemptions</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> section of this prospectus </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Prospectus</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) may engage in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption transactions </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">directly with the Fund, and none of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those Authorized Participants is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligated to engage in creation and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption transactions. The Fund has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a limited number of institutions that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may act as Authorized Participants on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an agency basis (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> on behalf of other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market participants). To the extent that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants exit the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business or are unable to proceed with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption orders with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the Fund and no other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant is able to step </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">forward to create or redeem, Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shares may be more likely to trade at a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">premium or discount to NAV and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibly face trading halts or delisting. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk may be heightened for exchange-traded</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> funds (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ETFs</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), such as the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that invest in securities issued by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> issuers or other securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments that have lower trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volumes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Call Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">During periods of falling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, an issuer of a callable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bond held by the Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">call</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">repay the security before its stated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, and the Fund may have to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvest the proceeds in securities with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower yields, which would result in a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline in the Fund's income, or in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities with greater risks or with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other less favorable features.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Concentration Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">susceptible to an increased risk of loss, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including losses due to adverse events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that affect the Fund’s investments more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than the market as a whole, to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Fund's investments are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated in the securities and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets of a particular issuer or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, country, group of countries, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region, market, industry, group of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries, sector, market segment or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset class.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Currency Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Because the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">NAV is determined in U.S. dollars, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV could decline if the currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a non-U.S. market in which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invests depreciates against the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollar. Generally, an increase in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the U.S. dollar against a foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency will reduce the value of a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security denominated in that foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency, thereby decreasing the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overall NAV. Currency exchange rates </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">can be very volatile and can change </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quickly and unpredictably. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund's NAV may change quickly and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">without warning.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Cybersecurity Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Failures or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches of the electronic systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund, the Fund's adviser, distributor, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider and other service </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">providers, market makers, Authorized </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Participants or the issuers of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in which the Fund invests have the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to cause disruptions, negatively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Fund’s business operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or potentially result in financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">losses to the Fund and its shareholders. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">While the Fund has established business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continuity plans and risk management </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">systems seeking to address system </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches or failures, there are inherent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitations in such plans and systems. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Furthermore, the Fund cannot control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the cybersecurity plans and systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s Index Provider and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">service providers, market makers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants or issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Financials Sector Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financials sector may be adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by many factors, including, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among others, changes in government </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, economic conditions, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, credit rating downgrades, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse public perception, exposure </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentration and decreased liquidity in </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit markets. The impact of changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in regulation of any individual financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">company, or of the financials sector as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a whole, cannot be predicted. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Cybersecurity incidents and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">malfunctions and failures have become </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increasingly frequent and have caused </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant losses to companies in this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sector, which may negatively impact the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Geographic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> A natural disaster </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could occur in a geographic region in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests, which could </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect the economy or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business operations of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific geographic region, causing an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse impact on the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments in, or which are exposed to, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the affected region.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Illiquid Investments Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may not acquire any illiquid investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">if, immediately after the acquisition, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund would have invested more than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">15% of its net assets in illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. An illiquid investment is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any investment that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reasonably expects cannot be sold or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposed of in current market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions in seven calendar days or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less without significantly changing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value of the investment. To the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent the Fund holds illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments, the illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may reduce the returns of the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">because the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transact at advantageous times or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices. In addition, if the Fund is limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in its ability to sell illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">during periods when shareholders are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeeming their shares, the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">need to sell liquid securities to meet </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption requests and illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities will become a larger portion </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund’s holdings. During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility, liquidity in the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund’s shares may be impacted </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by the liquidity in the market for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities or instruments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">held by the Fund, which could lead to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s shares trading at a premium </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or discount to the Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Income Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund's income may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline if interest rates fall. This decline </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in income can occur because the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may subsequently invest in lower-yielding</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds as bonds in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">mature, are near maturity or are called, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">substituted, or the Fund otherwise </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">needs to purchase additional bonds.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Indexing Investment Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not actively managed, and BFA generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not attempt to take defensive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">positions under any market conditions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including declining markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Infectious Illness Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">A widespread </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outbreak of an infectious illness, such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as the COVID-19 pandemic, may result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in travel restrictions, disruption of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">healthcare services, prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarantines, cancellations, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions, business closures, lower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer demand, layoffs, ratings </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">downgrades, defaults and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant economic, social and political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacts. Markets may experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">temporary closures, extreme volatility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">severe losses, reduced liquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased trading costs. Such events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may adversely affect the Fund and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and may impact the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to purchase or sell securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cause elevated tracking error and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV. Despite the development of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">vaccines, the duration of the COVID-19 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">pandemic and its effects cannot be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">predicted with certainty.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Issuer Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund depends on the performance of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual securities to which the Fund </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">has exposure. The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affected if an issuer of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities held by the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to repay principal or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest when due. Changes in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial condition or credit rating of an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of those securities may cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the securities to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Management Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> As the Fund will not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fully replicate the Underlying Index, it is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to the risk that BFA's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment strategy may not produce </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the intended results.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Trading Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund faces </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">numerous market trading risks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including the potential lack of an active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market for Fund shares, losses from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in secondary markets, periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high volatility and disruptions in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation/redemption process. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ANY OF </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THESE FACTORS, AMONG OTHERS, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY LEAD TO THE FUND'S SHARES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRADING AT A PREMIUM OR </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">DISCOUNT TO NAV</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Issuers Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by non-U.S. issuers carry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">different risks from securities issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. issuers. These risks include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in accounting, auditing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial reporting standards, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibility of expropriation or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, adverse changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in investment or exchange control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, political instability, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory and economic differences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and potential restrictions on the flow of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">international capital. The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Operational Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is exposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to operational risks arising from a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of factors, including, but not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limited to, human error, processing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">communication errors, errors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s service providers, counterparties </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other third parties, failed or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate processes and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems failures. The Fund and BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek to reduce these operational risks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through controls and procedures. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, these measures do not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">address every possible risk and may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate to address significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operational risks.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Reliance on Trading Partners Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in countries or regions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">whose economies are heavily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dependent upon trading with key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners. Any reduction in this trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may have an adverse impact on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Through its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holdings of securities of certain issuers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">North American </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Small Fund Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">When the Fund’s size </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">is small, the Fund may experience low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading volume and wide bid/ask </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">spreads. In addition, the Fund may face </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the risk of being delisted if the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not meet certain conditions of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">listing exchange. Any resulting </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">liquidation of the Fund could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund to incur elevated transaction costs </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund and negative tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consequences for its shareholders.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Telecommunications Sector Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Companies in the telecommunications </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sector may be affected by industry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">competition, substantial capital </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements, government regulation </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and obsolescence of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">telecommunications products and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">services due to technological </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">advancement.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Tracking Error Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tracking error,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> which is the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">divergence of the Fund’s performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from that of the Underlying Index. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Tracking error may occur because of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between the securities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other instruments held in the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio and those included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, pricing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including, as applicable, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between a security’s price </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">at the local market close and the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuation of a security at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calculation of the Fund's NAV), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transaction costs incurred by the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s holding of uninvested cash, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in timing of the accrual or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the valuation of distributions, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements to maintain pass-through </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax treatment, portfolio transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">carried out to minimize the distribution </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of capital gains to shareholders, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">acceptance of custom baskets, changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to the Underlying Index or the costs to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund of complying with various new </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or existing regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among other reasons. This risk may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">heightened during times of increased </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility or other unusual </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market conditions. Tracking error also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may result because the Fund incurs fees </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and expenses, while the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index does not. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACK INDICES WITH SIGNIFICANT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">WEIGHT IN HIGH YIELD SECURITIES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY EXPERIENCE HIGHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACKING ERROR THAN OTHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ETFs THAT DO NOT TRACK SUCH </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDICES</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Valuation Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The price the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could receive upon the sale of a security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other asset may differ from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's valuation of the security or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset and from the value used by the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, particularly for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities or other assets that trade in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">low volume or volatile markets or that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are valued using a fair value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology as a result of trade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">suspensions or for other reasons. In </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">addition, the value of the securities or </span></div> <div style="line-height: 9.50pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets in the Fund's portfolio may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change on days or during time periods </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when shareholders will not be able to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">purchase or sell the Fund's shares. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants who purchase or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeem Fund shares on days when the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund is holding fair-valued securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may receive fewer or more shares, or </span></div> <div style="line-height: 9.50pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower or higher redemption proceeds, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than they would have received had the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities not been fair valued or been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valued using a different methodology. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The ability to value investments may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by technological issues or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">errors by pricing services or other third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> service providers.</span></div> Performance Information <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The bar chart and table that follow show how the Fund has performed on a calendar </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">year basis and provide some indication of the risks of investing in the Fund by showing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">how the Fund’s average annual returns for 1, 5, and 10 years compare with the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Both assume that all dividends and distributions have been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvested in the Fund. Past performance (before and after taxes) does not necessarily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indicate how the Fund will perform in the future. If BFA had not waived certain Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fees during certain periods, the Fund's returns would have been lower.</span></div> The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Calendar Year by Year Returns  <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The best calendar quarter return during the periods shown above was 14.55% in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">4th quarter of 2022; the worst was -15.82% in the 1st quarter of 2020.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Updated performance information, including the Fund’s current NAV, may be obtained </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737) (toll free)</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> best 0.1455 2022-12-31 worst -0.1582 2020-03-31 www.iShares.com 1-800-iShares (1-800-474-2737) (toll free) Average Annual Total Returns (for the periods ended December 31, 2023)  2012-04-03 0.1608 0.0244 0.0078 0.1450 0.0164 -0.0001 0.0951 0.0154 0.0025 0.1657 0.0276 0.0104 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. iSHARES® J.P. MORGAN EM CORPORATE BOND ETF Ticker: CEMBStock Exchange: Cboe BZX Investment Objective <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The iShares J.P. Morgan EM Corporate Bond ETF (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) seeks to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment results of an index composed of U.S. dollar-denominated, emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">corporate bonds.</span></div> Fees and Expenses <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The following table describes the fees and expenses that you will incur if you buy, hold </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and sell shares of the Fund. The investment advisory agreement between iShares, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Company</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) and BlackRock Fund Advisors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investment Advisory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agreement</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) provides that BFA will pay all operating expenses of the Fund, except: (i) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the acquisition and disposition of portfolio securities and the execution of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions, including brokerage commissions, (v) distribution fees or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses, and (vi) litigation expenses and any extraordinary expenses.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">You may pay other fees, such as brokerage commissions and other fees to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">financial intermediaries, which are not reflected in the tables and examples </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">below.</span></div> Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1 0.0050 0 0.0000 0.0050 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: 51 160 280 628 Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 25% of the average value of its portfolio. 0.25 Principal Investment Strategies <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund seeks to track the investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results of the J.P. Morgan CEMBI Broad </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Diversified Core Index (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which tracks the performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the U.S. dollar-denominated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">emerging market corporate bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market. All bonds included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index are selected according </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to a set of rule-based inclusion criteria </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regarding issue size, bond type, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, and liquidity. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">included in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalanced on the last business day of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">each month. Eligible countries included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index are determined </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by JPMorgan Chase &amp; Co. or its affiliates </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">based on the Index Provider’s definition </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of emerging market countries.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index includes bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by corporations based in Latin </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">American, Eastern European, Middle </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Eastern/African, and Asian countries </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(excluding Japan). Once the universe of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">emerging markets countries has been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined, the eligible securities from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">these countries must be selected for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inclusion in the Underlying Index. Bonds </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are eligible for inclusion in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index if (i) the issuer is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">headquartered in an emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">country, (ii) the issue is 100% </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guaranteed by an entity within an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">emerging market economy, or (iii) 100% </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the issuer’s operating assets are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">located within emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economies. Eligible individual securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">must have a minimum outstanding face </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of $500 million or more. All </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">component securities included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index must be U.S. dollar-denominated</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds with a minimum of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">2.5 years to maturity or greater to be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">eligible for the Underlying Index and a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">remaining maturity of one year or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater at the time of rebalancing to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">remain eligible for the Underlying Index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There are no ratings restrictions on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">either the individual bonds or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">country of risk. As a result, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index consists of both </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment-grade and non-investment-grade</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds (commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index uses J.P. Morgan’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">proprietary market capitalization </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weighted methodology. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology is designed to distribute </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the weight of each country within the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index by limiting the weights </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of countries with higher debt </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outstanding and reallocating this excess </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to countries with lower debt </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outstanding. As of October 31, 2023, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index included issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">located in 46 emerging and frontier </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market countries. Components of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index primarily include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies in the financials industry or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sector. The components of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index are likely to change </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">over time.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest in privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities, including those that are </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">normally purchased pursuant to Rule </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">144A or Regulation S promulgated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">under the Securities Act of 1933, as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">amended (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">1933 Act</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses an indexing approach to try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">achieve the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">objective. Unlike many investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, the Fund does not try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">beat</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the index it tracks and does not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek temporary defensive positions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when markets decline or appear </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overvalued.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Indexing may eliminate the chance that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund will substantially outperform </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index but also may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reduce some of the risks of active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">management, such as poor security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selection. Indexing seeks to achieve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower costs and better after-tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance by aiming to keep portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turnover low in comparison to actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed investment companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses a representative sampling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy to manage the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Representative sampling</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> is an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy that involves investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in a representative sample of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that collectively has an investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">profile similar to that of an applicable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying index. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected are expected to have, in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aggregate, investment characteristics </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(based on factors such as market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and industry weightings), fundamental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics (such as return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">variability, duration (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, a security's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">price sensitivity to a change in interest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates), maturity or credit ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield) and liquidity measures similar to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those of an applicable underlying index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may or may not hold all of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest at least 80% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the component securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index, and the Fund will </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invest at least 90% of its assets in fixed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">income securities of the types included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index that BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">believes will help the Fund track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. The Fund will invest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no more than 10% of its assets in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">futures, options and swaps contracts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that BFA believes will help the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the Underlying Index as well as in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fixed income securities other than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">types included in the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">but which BFA believes will help the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund track the Underlying Index. Cash </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and cash equivalent investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with a derivative position will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be treated as part of that position for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the purposes of calculating the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">percentage of investments included in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index. The Fund seeks to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the investment results of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index before fees and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses of the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may lend securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">representing up to one-third of the value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund's total assets (including the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of any collateral received).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is sponsored by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan, which is</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">independent of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund and BFA. The Index Provider </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determines the composition and relative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weightings of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index and publishes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information regarding the market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Industry Concentration Policy.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will concentrate its investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, hold 25% or more of its total </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets) in a particular industry or group </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of industries to approximately the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Underlying Index is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated. For purposes of this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitation, securities of the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government (including its agencies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities), repurchase </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agreements collateralized by U.S. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government securities, and securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">state or municipal governments and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">their political subdivisions are not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">considered to be issued by members of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any industry.</span></div> Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. 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. <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Markets</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Investments in emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market issuers may be subject to a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater risk of loss than investments in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers located or operating in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may be more likely to experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inflation, social instability, political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turmoil or rapid changes in economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions than more developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Companies in many emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets are not subject to the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">degree of regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">accounting standards or auditor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">oversight as companies in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries, and as a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the securities in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests may be less </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reliable or complete. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">often have less reliable securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuations and greater risk associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with custody of securities than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. There may be </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against companies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders may have limited legal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Interest Rate Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">very low or negative interest rates, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may be unable to maintain positive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">returns or pay dividends to Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders. Very low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates may magnify interest rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk. Changing interest rates, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates that fall below zero, may have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unpredictable effects on markets, result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in heightened market volatility and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">detract from the Fund’s performance to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent the Fund is exposed to such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates. Additionally, under </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain market conditions in which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates are low and the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices for portfolio securities have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased, the Fund may have a very low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or even negative yield. A low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield would cause the Fund to lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money in certain conditions and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain time periods. An increase in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates will generally cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of securities held by the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline, may lead to heightened </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility in the fixed-income markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and may adversely affect the liquidity of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain fixed-income investments, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including those held by the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Because rates on certain floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities typically reset only </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">periodically, changes in prevailing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates (and particularly sudden </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and significant changes) can be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expected to cause some fluctuations in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the net asset value of the Fund to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that it invests in floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities. The historically low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate environment in recent </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">years heightens the risks associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with rising interest rates.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Credit Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Debt issuers and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparties may be unable or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unwilling to make timely interest and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">principal payments when due or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">otherwise honor their obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Changes in an issuer’s credit rating or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the market’s perception of an issuer’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creditworthiness may also adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment in that issuer. The degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit risk depends on an issuer's or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparty's financial condition and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on the terms of an obligation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund could lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money over short periods due to short-term</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> market movements and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">longer periods during more prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market downturns. Local, regional or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global events such as war, acts of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">terrorism, public health issues, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">recessions, the prospect or occurrence </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a sovereign default or other financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">crisis, or other events could have a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant impact on the Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and could result in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Index-Related Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There is no </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guarantee that the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results will have a high degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">correlation to those of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index or that the Fund will achieve its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment objective. Market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions and regulatory restrictions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have an adverse effect on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ability to adjust its exposure to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the required levels in order to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Errors in index data, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">index computations or the construction </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index in accordance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with its methodology may occur from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">time to time and may not be identified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and corrected by the Index Provider for </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a period of time or at all, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse impact on the Fund and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its shareholders. Unusual market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions or other unforeseen </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">circumstances (such as natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disasters, political unrest or war) may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Index Provider or a third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> data provider, and could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider to postpone a scheduled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalance. This could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index to vary from its normal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or expected composition.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Asset Class Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Securities and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the Underlying Index or in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's portfolio may underperform in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to the general financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets, a particular financial market or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other asset classes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Authorized Participant Concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Only an Authorized Participant (as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Creations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Redemptions</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> section of this prospectus </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Prospectus</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) may engage in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">directly with the Fund, and none of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those Authorized Participants is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligated to engage in creation and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption transactions. The Fund has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a limited number of institutions that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may act as Authorized Participants on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an agency basis (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> on behalf of other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market participants). To the extent that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants exit the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business or are unable to proceed with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption orders with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the Fund and no other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant is able to step </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">forward to create or redeem, Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shares may be more likely to trade at a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">premium or discount to NAV and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibly face trading halts or delisting. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk may be heightened for exchange-traded</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> funds (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ETFs</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), such as the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that invest in securities issued by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> issuers or other securities or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments that have lower trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volumes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Call Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">During periods of falling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, an issuer of a callable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bond held by the Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">call</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">repay the security before its stated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, and the Fund may have to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvest the proceeds in securities with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower yields, which would result in a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline in the Fund's income, or in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities with greater risks or with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other less favorable features.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Commodity Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund invests in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are susceptible to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations in certain commodity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets and to price changes due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trade relations. Any negative changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodity markets that may be due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">changes in supply and demand for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodities, market events, war, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory developments, other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">catastrophic events, or other factors </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that the Fund cannot control could have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an adverse impact on those companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Concentration Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">susceptible to an increased risk of loss, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including losses due to adverse events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that affect the Fund’s investments more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than the market as a whole, to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Fund's investments are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated in the securities and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets of a particular issuer or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, country, group of countries, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region, market, industry, group of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries, sector, market segment or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset class.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Custody Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Less developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities markets are more likely to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experience problems with the clearing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and settling of trades, as well as the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holding of securities by local banks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agents and depositories.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Cybersecurity Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Failures or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches of the electronic systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund, the Fund's adviser, distributor, </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider and other service </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">providers, market makers, Authorized </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Participants or the issuers of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in which the Fund invests have the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to cause disruptions, negatively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Fund’s business operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or potentially result in financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">losses to the Fund and its shareholders. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">While the Fund has established business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continuity plans and risk management </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">systems seeking to address system </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches or failures, there are inherent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitations in such plans and systems. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Furthermore, the Fund cannot control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the cybersecurity plans and systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s Index Provider and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">service providers, market makers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants or issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Financials Sector Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financials sector may be adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by many factors, including, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among others, changes in government </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, economic conditions, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, credit rating downgrades, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse public perception, exposure </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentration and decreased liquidity in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit markets. The impact of changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in regulation of any individual financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">company, or of the financials sector as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a whole, cannot be predicted. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Cybersecurity incidents and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">malfunctions and failures have become </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increasingly frequent and have caused </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant losses to companies in this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sector, which may negatively impact the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Geographic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> A natural disaster </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could occur in a geographic region in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests, which could </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect the economy or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business operations of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific geographic region, causing an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse impact on the Fund's </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments in, or which are exposed to, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the affected region.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">High Yield Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are rated below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which may include those bonds rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BBB-</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by S&amp;P Global Ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch Ratings, Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) or below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Baa3</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by Moody's Investors Service, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody's</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)), or are unrated, may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">deemed speculative, may involve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater levels of risk than higher-rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities of similar maturity and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be more likely to default.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Illiquid Investments Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may not acquire any illiquid investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">if, immediately after the acquisition, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund would have invested more than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">15% of its net assets in illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. An illiquid investment is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any investment that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reasonably expects cannot be sold or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposed of in current market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions in seven calendar days or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less without significantly changing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value of the investment. To the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent the Fund holds illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments, the illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may reduce the returns of the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">because the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transact at advantageous times or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices. In addition, if the Fund is limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in its ability to sell illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">during periods when shareholders are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeeming their shares, the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">need to sell liquid securities to meet </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption requests and illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities will become a larger portion </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund’s holdings. During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility, liquidity in the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund’s shares may be impacted </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by the liquidity in the market for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities or instruments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">held by the Fund, which could lead to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s shares trading at a premium </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or discount to the Fund’s NAV.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Income Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund's income may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline if interest rates fall. This decline </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in income can occur because the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may subsequently invest in lower-yielding</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds as bonds in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">mature, are near maturity or are called, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">substituted, or the Fund otherwise </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">needs to purchase additional bonds.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Indexing Investment Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not actively managed, and BFA generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not attempt to take defensive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">positions under any market conditions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including declining markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Infectious Illness Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">A widespread </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outbreak of an infectious illness, such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as the COVID-19 pandemic, may result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in travel restrictions, disruption of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">healthcare services, prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarantines, cancellations, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions, business closures, lower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer demand, layoffs, ratings </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">downgrades, defaults and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant economic, social and political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacts. Markets may experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">temporary closures, extreme volatility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">severe losses, reduced liquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased trading costs. Such events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may adversely affect the Fund and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and may impact the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to purchase or sell securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cause elevated tracking error and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV. Despite the development of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">vaccines, the duration of the COVID-19 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">pandemic and its effects cannot be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">predicted with certainty.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Issuer Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund depends on the performance of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual securities to which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">has exposure. The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affected if an issuer of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities held by the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to repay principal or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest when due. Changes in the </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial condition or credit rating of an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of those securities may cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the securities to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Management Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> As the Fund will not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fully replicate the Underlying Index, it is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to the risk that BFA's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment strategy may not produce </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the intended results.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Trading Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund faces </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">numerous market trading risks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including the potential lack of an active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market for Fund shares, losses from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in secondary markets, periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high volatility and disruptions in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation/redemption process. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ANY OF </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THESE FACTORS, AMONG OTHERS, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY LEAD TO THE FUND'S SHARES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRADING AT A PREMIUM OR </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">DISCOUNT TO NAV</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Issuers Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by non-U.S. issuers carry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">different risks from securities issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. issuers. These risks include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in accounting, auditing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial reporting standards, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibility of expropriation or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, adverse changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in investment or exchange control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, political instability, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory and economic differences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and potential restrictions on the flow of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">international capital. The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Middle Eastern </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Operational Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is exposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to operational risks arising from a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of factors, including, but not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limited to, human error, processing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">communication errors, errors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s service providers, counterparties </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other third parties, failed or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate processes and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems failures. The Fund and BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek to reduce these operational risks </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through controls and procedures. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, these measures do not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">address every possible risk and may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate to address significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operational risks.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Privatization Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests have privatized, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or have begun the process of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">privatizing, certain entities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries. Privatized entities may lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money or be re-nationalized.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Reliance on Trading Partners Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in countries or regions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">whose economies are heavily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dependent upon trading with key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners. Any reduction in this trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may have an adverse impact on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Through its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holdings of securities of certain issuers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian Economic Risk, Eastern </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European Economic Risk, European </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">U.S. Economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in China</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investments in bonds of Chinese issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including variable interest entities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with an underlying Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operating company) subject the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks specific to China. China may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to considerable degrees of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic, political and social instability. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China is an emerging market and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">demonstrates significantly higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility from time to time in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to developed markets. Over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the last few decades, the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government has undertaken reform of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic and market practices and has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expanded the sphere of private </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ownership of property in China. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, Chinese markets generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continue to experience inefficiency, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility and pricing anomalies resulting </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from governmental influence, a lack of </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">publicly available information and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">political and social instability.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are also subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk that Chinese authorities can </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">intervene in their operations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">structure. Internal social unrest or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confrontations with neighboring </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries, including military conflicts in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">response to such events, may also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disrupt economic development in China </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and result in a greater risk of currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations, currency non-convertibility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate fluctuations and higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates of inflation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China has experienced security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns, such as terrorism and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">strained international relations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Additionally, China is alleged to have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">participated in state-sponsored </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cyberattacks against foreign companies </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and foreign governments. Actual and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">threatened responses to such activity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and strained international relations, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including purchasing restrictions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions, tariffs or cyberattacks on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese government or Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, may impact China’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economy and Chinese issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Incidents involving China's or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region's security may cause uncertainty </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in Chinese markets and may adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the Chinese economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Export growth </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continues to be a major driver of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China's rapid economic growth. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Reduction in spending on Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">products and services, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">diversification, institution of additional </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tariffs or other trade barriers (including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as a result of heightened trade tensions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a trade war between China and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. or in response to actual or alleged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese cyber activity) or a downturn in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any of the economies of China's key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading partners may have an adverse </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact on the Chinese economy. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index may include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are subject to economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or trade restrictions (but not investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions) imposed by the U.S. or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other governments due to national </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security, human rights or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns of such government. So long </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as these restrictions do not include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on investments, the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">generally expected to invest in such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, consistent with its objective </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to track the performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are not subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">same degree of regulatory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements, accounting standards or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">auditor oversight as issuers in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be less reliable or complete. There may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, and investors may have limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">legal remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Saudi Arabia</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability of foreign investors (such as the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund) to invest in the securities of Saudi </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Arabian issuers is relatively new. Such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability could be restricted by the Saudi </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Arabian government at any time, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unforeseen risks could materialize with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to foreign ownership in such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities. The economy of Saudi Arabia </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">is dominated by petroleum exports. A </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sustained decrease in petroleum prices </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have a negative impact on all </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aspects of the economy. Investments in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the securities of Saudi Arabian issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">involve risks not typically associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with investments in securities of issuers </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in more developed countries that may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">negatively affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. Such heightened risks may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">include, among others, expropriation </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or nationalization of assets, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on and government </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">intervention in international trade, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instability, including authoritarian and/or</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> military involvement in governmental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decision making, armed conflict, crime </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and instability as a result of religious, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ethnic and/or socioeconomic unrest. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There remains the possibility that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instability in the larger Middle East </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region could adversely impact the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economy of Saudi Arabia, and there is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no assurance of political stability in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Saudi Arabia.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Securities Lending Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">engage in securities lending. Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lending involves the risk that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may lose money because the borrower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the loaned securities fails to return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the securities in a timely manner or at </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">all. The Fund could also lose money in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the event of a decline in the value of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">collateral provided for loaned securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a decline in the value of any </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments made with cash collateral. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">These events could also trigger adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax consequences for the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Security Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regions in which the Fund invests have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced security concerns, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">war, terrorism and strained international </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relations. Incidents involving a country's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or region's security may cause </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">uncertainty in its markets and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect its economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Tracking Error Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tracking error,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> which is the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">divergence of the Fund’s performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from that of the Underlying Index. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Tracking error may occur because of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between the securities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other instruments held in the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio and those included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, pricing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including, as applicable, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between a security’s price </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">at the local market close and the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuation of a security at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calculation of the Fund's NAV), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transaction costs incurred by the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s holding of uninvested cash, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in timing of the accrual or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the valuation of distributions, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements to maintain pass-through </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax treatment, portfolio transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">carried out to minimize the distribution </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of capital gains to shareholders, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">acceptance of custom baskets, changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to the Underlying Index or the costs to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund of complying with various new </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or existing regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among other reasons. This risk may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">heightened during times of increased </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility or other unusual </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market conditions. Tracking error also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may result because the Fund incurs fees </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and expenses, while the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index does not. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACK INDICES WITH SIGNIFICANT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">WEIGHT IN EMERGING MARKETS </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ISSUERS MAY EXPERIENCE HIGHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACKING ERROR THAN OTHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT DO NOT TRACK </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">SUCH INDICES.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Valuation Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The price the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could receive upon the sale of a security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other asset may differ from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's valuation of the security or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset and from the value used by the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, particularly for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities or other assets that trade in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">low volume or volatile markets or that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are valued using a fair value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology as a result of trade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">suspensions or for other reasons. In </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">addition, the value of the securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets in the Fund's portfolio may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change on days or during time periods </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when shareholders will not be able to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">purchase or sell the Fund's shares. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants who purchase or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeem Fund shares on days when the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund is holding fair-valued securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may receive fewer or more shares, or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower or higher redemption proceeds, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than they would have received had the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities not been fair valued or been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valued using a different methodology. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The ability to value investments may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by technological issues or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">errors by pricing services or other third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> service providers.</span></div> Performance Information <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The bar chart and table that follow show how the Fund has performed on a calendar </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">year basis and provide some indication of the risks of investing in the Fund by showing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">how the Fund’s average annual returns for 1, 5, and 10 years compare with the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Both assume that all dividends and distributions have been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvested in the Fund. Past performance (before and after taxes) does not necessarily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indicate how the Fund will perform in the future.</span></div> The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Calendar Year by Year Returns  <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The best calendar quarter return during the periods shown above was 11.31% in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">2nd quarter of 2020; the worst was -10.42% in the 1st quarter of 2020.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Updated performance information, including the Fund’s current NAV, may be obtained </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737)</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> (toll free).</span></div> best 0.1131 2020-06-30 worst -0.1042 2020-03-31 www.iShares.com 1-800-iShares (1-800-474-2737) (toll free) Average Annual Total Returns (for the periods ended December 31, 2023)  2012-04-17 0.0807 0.0271 0.0309 0.0593 0.0097 0.0128 0.0472 0.0135 0.0157 0.0859 0.0301 0.0355 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. iSHARES® J.P. MORGAN EM HIGH YIELD BOND ETF Ticker: EMHYStock Exchange: Cboe BZX Investment Objective <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The iShares J.P. Morgan EM High Yield Bond ETF (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) seeks to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment results of an index composed of U.S. dollar-denominated, emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high yield sovereign and corporate bonds.</span></div> Fees and Expenses <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The following table describes the fees and expenses that you will incur if you buy, hold </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and sell shares of the Fund. The investment advisory agreement between iShares, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Company</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) and BlackRock Fund Advisors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investment Advisory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agreement</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) provides that BFA will pay all operating expenses of the Fund, except: (i) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the acquisition and disposition of portfolio securities and the execution of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions, including brokerage commissions, (v) distribution fees or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses, and (vi) litigation expenses and any extraordinary expenses.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">You may pay other fees, such as brokerage commissions and other fees to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">financial intermediaries, which are not reflected in the tables and examples </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">below.</span></div> Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1 0.0050 0 0.0000 0.0050 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: 51 160 280 628 Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 20% of the average value of its portfolio. 0.20 Principal Investment Strategies <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund seeks to track the investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results of the J.P. Morgan USD Emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Markets High Yield Bond Index (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which tracks the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance of below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. dollar-denominated, emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market fixed and floating-rate debt </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities issued by corporate, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sovereign, and quasi-sovereign entities. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index includes securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are classified as below investment-grade,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> also referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high yield</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(as determined by JPMorgan Chase &amp; </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Co. or its affiliates (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)), in the established J.P. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Morgan EMBI Global Diversified Core </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and J.P. Morgan CEMBI Broad Diversified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Core indices, and combines them with a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value based weighting. High </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield bonds are also known as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> An instrument is classified as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high yield when the middle rating from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody’s Investors Service, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody’s</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), S&amp;P Global Ratings, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch Ratings, Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (each a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Credit Rating Agency</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and collectively, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Credit Rating Agencies</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) is below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment-grade. When a credit rating </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">is only available from two Credit Rating </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agencies, the lower of the two must be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below investment-grade. When only one </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Credit Rating Agency rates an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrument, that rating is used. All </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments included in the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index are selected according to rules-based</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> inclusion criteria regarding </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">amount outstanding, issuer type, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, among others. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">included in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalanced on the last business day of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">each month.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Bonds are eligible for inclusion in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index if (i) the issuer is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">headquartered in an emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">country, (ii) the issue is 100% </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guaranteed by an entity within an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">emerging market economy, or (iii) 100% </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the issuer’s operating assets are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">located within emerging market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economies. Corporate instruments with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a current face amount outstanding of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">$500 million or more and with at least </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">2.5 years until maturity are considered </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for inclusion. Corporate entities must be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">domiciled within Africa, Asia (excluding </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Japan), Eastern Europe, the Middle East, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or Latin America. Sovereign and quasi-sovereign</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> instruments with a current </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">face amount outstanding of $1 billion or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">more and with at least 2.5 years until </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity are considered for inclusion. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Quasi-sovereign entities are defined by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider as an entity that is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">100% guaranteed or 100% government </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">owned. All eligible component securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may remain in the Underlying Index until </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">one year before maturity.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The J.P. Morgan EMBI Global Diversified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Core and J.P. Morgan CEMBI Broad </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Diversified Core indices employ a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">diversification methodology, as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determined by the Index Provider, which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limits the weights of those index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries with larger debt stock by only </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including a specified portion of such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries’ eligible current face amounts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of debt outstanding. The methodology is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">designed to distribute the weights of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers in each country within the J.P. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Morgan EMBI Global Diversified Core </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and J.P. Morgan CEMBI Broad Diversified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Core indices by limiting the weights of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries with higher debt outstanding </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and reallocating this excess to issuers in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries with lower debt outstanding.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">As of October 31, 2023, the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index included issuers located in 64 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries. As of October 31, 2023, a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant portion of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index is represented by sovereign and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quasi-sovereign obligations. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">components of the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">likely to change over time.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest in privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities, including those that are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">normally purchased pursuant to Rule </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">144A or Regulation S promulgated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">under the Securities Act of 1933, as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">amended (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">1933 Act</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses an indexing approach to try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">achieve the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">objective. Unlike many investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, the Fund does not try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">beat</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the index it tracks and does not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek temporary defensive positions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when markets decline or appear </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overvalued.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Indexing may eliminate the chance that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund will substantially outperform </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index but also may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reduce some of the risks of active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">management, such as poor security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selection. Indexing seeks to achieve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower costs and better after-tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance by aiming to keep portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turnover low in comparison to actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed investment companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses a representative sampling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy to manage the Fund. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Representative sampling</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> is an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy that involves investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in a representative sample of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that collectively has an investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">profile similar to that of an applicable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying index. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected are expected to have, in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aggregate, investment characteristics </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(based on factors such as market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and industry weightings), fundamental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics (such as return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">variability, duration (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, a security's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">price sensitivity to a change in interest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates), maturity or credit ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield) and liquidity measures similar to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those of an applicable underlying index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may or may not hold all of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest at least 80% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the component securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index, and the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invest at least 90% of its assets in fixed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">income securities of the types included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index that BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">believes will help the Fund track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. The Fund will invest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no more than 10% of its assets in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">futures, options and swaps contracts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that BFA believes will help the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the Underlying Index as well as in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fixed income securities other than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">types included in the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">but which BFA believes will help the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund track the Underlying Index. Cash </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and cash equivalent investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with a derivative position will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be treated as part of that position for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the purposes of calculating the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">percentage of investments included in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index. The Fund seeks to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the investment results of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index before fees and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses of the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may lend securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">representing up to one-third of the value </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund's total assets (including the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of any collateral received).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is sponsored by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan, which is</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">independent of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund and BFA. The Index Provider </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determines the composition and relative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weightings of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index and publishes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information regarding the market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Industry Concentration Policy.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will concentrate its investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, hold 25% or more of its total </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets) in a particular industry or group </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of industries to approximately the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Underlying Index is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated. For purposes of this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitation, securities of the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government (including its agencies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities), repurchase </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agreements collateralized by U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government securities, and securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">state or municipal governments and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">their political subdivisions are not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">considered to be issued by members of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any industry.</span></div> Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. 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. <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Markets</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Investments in emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market issuers may be subject to a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater risk of loss than investments in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers located or operating in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may be more likely to experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inflation, social instability, political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turmoil or rapid changes in economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions than more developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Companies in many emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets are not subject to the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">degree of regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">accounting standards or auditor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">oversight as companies in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries, and as a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the securities in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests may be less </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reliable or complete. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">often have less reliable securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuations and greater risk associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with custody of securities than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. There may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against companies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders may have limited legal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">High Yield Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are rated below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which may include those bonds rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BBB-</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by S&amp;P Global Ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch, or below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Baa3</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by Moody's), or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are unrated, may be deemed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">speculative, may involve greater levels </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of risk than higher-rated securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">similar maturity and may be more likely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to default.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Credit Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Debt issuers and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparties may be unable or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unwilling to make timely interest and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">principal payments when due or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">otherwise honor their obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Changes in an issuer’s credit rating or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the market’s perception of an issuer’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creditworthiness may also adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment in that issuer. The degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit risk depends on an issuer's or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparty's financial condition and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on the terms of an obligation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Interest Rate Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">very low or negative interest rates, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may be unable to maintain positive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">returns or pay dividends to Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders. Very low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates may magnify interest rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk. Changing interest rates, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates that fall below zero, may have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unpredictable effects on markets, result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in heightened market volatility and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">detract from the Fund’s performance to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent the Fund is exposed to such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates. Additionally, under </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain market conditions in which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates are low and the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices for portfolio securities have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased, the Fund may have a very low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or even negative yield. A low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield would cause the Fund to lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money in certain conditions and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain time periods. An increase in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates will generally cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of securities held by the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline, may lead to heightened </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility in the fixed-income markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and may adversely affect the liquidity of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain fixed-income investments, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including those held by the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Because rates on certain floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities typically reset only </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">periodically, changes in prevailing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates (and particularly sudden </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and significant changes) can be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expected to cause some fluctuations in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the net asset value of the Fund to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that it invests in floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities. The historically low </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate environment in recent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">years heightens the risks associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with rising interest rates.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund could lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money over short periods due to short-term</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> market movements and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">longer periods during more prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market downturns. Local, regional or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global events such as war, acts of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">terrorism, public health issues, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">recessions, the prospect or occurrence </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a sovereign default or other financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">crisis, or other events could have a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant impact on the Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and could result in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Index-Related Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There is no </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guarantee that the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results will have a high degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">correlation to those of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index or that the Fund will achieve its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment objective. Market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions and regulatory restrictions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have an adverse effect on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ability to adjust its exposure to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the required levels in order to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Errors in index data, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">index computations or the construction </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index in accordance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with its methodology may occur from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">time to time and may not be identified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and corrected by the Index Provider for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a period of time or at all, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse impact on the Fund and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its shareholders. Unusual market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions or other unforeseen </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">circumstances (such as natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disasters, political unrest or war) may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Index Provider or a third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> data provider, and could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider to postpone a scheduled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalance. This could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index to vary from its normal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or expected composition.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Asset Class Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Securities and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the Underlying Index or in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's portfolio may underperform in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to the general financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets, a particular financial market or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other asset classes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Authorized Participant Concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Only an Authorized Participant (as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Creations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Redemptions</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> section of this prospectus </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Prospectus</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) may engage in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">directly with the Fund, and none of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those Authorized Participants is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligated to engage in creation and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption transactions. The Fund has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a limited number of institutions that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may act as Authorized Participants on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an agency basis (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> on behalf of other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market participants). To the extent that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants exit the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business or are unable to proceed with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption orders with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the Fund and no other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant is able to step </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">forward to create or redeem, Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shares may be more likely to trade at a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">premium or discount to NAV and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibly face trading halts or delisting. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk may be heightened for exchange-traded</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> funds (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ETFs</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), such as the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that invest in securities issued by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> issuers or other securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments that have lower trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volumes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Call Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">During periods of falling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, an issuer of a callable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bond held by the Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">call</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">repay the security before its stated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, and the Fund may have to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvest the proceeds in securities with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower yields, which would result in a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline in the Fund's income, or in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities with greater risks or with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other less favorable features.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Commodity Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund invests in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are susceptible to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations in certain commodity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets and to price changes due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trade relations. Any negative changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodity markets that may be due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">changes in supply and demand for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodities, market events, war, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory developments, other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">catastrophic events, or other factors </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that the Fund cannot control could have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an adverse impact on those companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Concentration Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">susceptible to an increased risk of loss, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including losses due to adverse events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that affect the Fund’s investments more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than the market as a whole, to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Fund's investments are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated in the securities and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets of a particular issuer or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, country, group of countries, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region, market, industry, group of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries, sector, market segment or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset class.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Custody Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Less developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities markets are more likely to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experience problems with the clearing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and settling of trades, as well as the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holding of securities by local banks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agents and depositories.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Cybersecurity Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Failures or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches of the electronic systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund, the Fund's adviser, distributor, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider and other service </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">providers, market makers, Authorized </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Participants or the issuers of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in which the Fund invests have the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to cause disruptions, negatively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Fund’s business operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or potentially result in financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">losses to the Fund and its shareholders. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">While the Fund has established business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continuity plans and risk management </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">systems seeking to address system </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches or failures, there are inherent </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitations in such plans and systems. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Furthermore, the Fund cannot control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the cybersecurity plans and systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s Index Provider and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">service providers, market makers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants or issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Geographic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> A natural disaster </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could occur in a geographic region in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests, which could </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect the economy or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business operations of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific geographic region, causing an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse impact on the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments in, or which are exposed to, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the affected region.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Illiquid Investments Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may not acquire any illiquid investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">if, immediately after the acquisition, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund would have invested more than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">15% of its net assets in illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. An illiquid investment is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any investment that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reasonably expects cannot be sold or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposed of in current market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions in seven calendar days or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less without significantly changing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value of the investment. To the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent the Fund holds illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments, the illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may reduce the returns of the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">because the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transact at advantageous times or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices. In addition, if the Fund is limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in its ability to sell illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">during periods when shareholders are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeeming their shares, the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">need to sell liquid securities to meet </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption requests and illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities will become a larger portion </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund’s holdings. During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility, liquidity in the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund’s shares may be impacted </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by the liquidity in the market for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities or instruments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">held by the Fund, which could lead to </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s shares trading at a premium </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or discount to the Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Income Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund's income may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline if interest rates fall. This decline </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in income can occur because the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may subsequently invest in lower-yielding</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds as bonds in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">mature, are near maturity or are called, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">substituted, or the Fund otherwise </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">needs to purchase additional bonds.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Indexing Investment Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not actively managed, and BFA generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not attempt to take defensive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">positions under any market conditions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including declining markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Infectious Illness Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">A widespread </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outbreak of an infectious illness, such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as the COVID-19 pandemic, may result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in travel restrictions, disruption of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">healthcare services, prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarantines, cancellations, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions, business closures, lower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer demand, layoffs, ratings </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">downgrades, defaults and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant economic, social and political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacts. Markets may experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">temporary closures, extreme volatility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">severe losses, reduced liquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased trading costs. Such events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may adversely affect the Fund and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and may impact the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to purchase or sell securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cause elevated tracking error and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV. Despite the development of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">vaccines, the duration of the COVID-19 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">pandemic and its effects cannot be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">predicted with certainty.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Issuer Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund depends on the performance of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual securities to which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">has exposure. The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affected if an issuer of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities held by the Fund is </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to repay principal or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest when due. Changes in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial condition or credit rating of an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of those securities may cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the securities to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Management Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> As the Fund will not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fully replicate the Underlying Index, it is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to the risk that BFA's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment strategy may not produce </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the intended results.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Trading Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund faces </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">numerous market trading risks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including the potential lack of an active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market for Fund shares, losses from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in secondary markets, periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high volatility and disruptions in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation/redemption process. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ANY OF </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THESE FACTORS, AMONG OTHERS, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY LEAD TO THE FUND'S SHARES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRADING AT A PREMIUM OR </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">DISCOUNT TO NAV</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Agency Debt Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invests in uncollateralized bonds issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by agencies, subdivisions or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities of foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">governments. Bonds issued by foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government agencies, subdivisions or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities are generally backed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">only by the general creditworthiness </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and reputation of the entity issuing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds and may not be backed by the full </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">faith and credit of the foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government. Moreover, a foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government that explicitly provides its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">full faith and credit to a particular entity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may be, due to changed circumstances, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to provide that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">support. A non-U.S. agency’s operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and financial condition are influenced by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the foreign government’s economic and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other policies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Issuers Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by non-U.S. issuers carry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">different risks from securities issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. issuers. These risks include </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in accounting, auditing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial reporting standards, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibility of expropriation or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, adverse changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in investment or exchange control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, political instability, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory and economic differences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and potential restrictions on the flow of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">international capital. The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Central and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">South American Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Middle Eastern Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Operational Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is exposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to operational risks arising from a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of factors, including, but not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limited to, human error, processing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">communication errors, errors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s service providers, counterparties </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other third parties, failed or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate processes and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems failures. The Fund and BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek to reduce these operational risks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through controls and procedures. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, these measures do not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">address every possible risk and may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate to address significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operational risks.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Privatization Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests have privatized, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or have begun the process of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">privatizing, certain entities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries. Privatized entities may lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money or be re-nationalized.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Reliance on Trading Partners Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in countries or regions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">whose economies are heavily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dependent upon trading with key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners. Any reduction in this trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may have an adverse impact on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Through its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holdings of securities of certain issuers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian Economic Risk, Central and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">South American Economic Risk, </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in China</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investments in bonds of Chinese issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including variable interest entities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with an underlying Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operating company) subject the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks specific to China. China may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to considerable degrees of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic, political and social instability. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China is an emerging market and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">demonstrates significantly higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility from time to time in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to developed markets. Over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the last few decades, the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government has undertaken reform of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic and market practices and has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expanded the sphere of private </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ownership of property in China. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, Chinese markets generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continue to experience inefficiency, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility and pricing anomalies resulting </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from governmental influence, a lack of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">publicly available information and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">political and social instability.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are also subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk that Chinese authorities can </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">intervene in their operations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">structure. Internal social unrest or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confrontations with neighboring </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries, including military conflicts in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">response to such events, may also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disrupt economic development in China </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and result in a greater risk of currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations, currency non-convertibility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate fluctuations and higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates of inflation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China has experienced security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns, such as terrorism and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">strained international relations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Additionally, China is alleged to have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">participated in state-sponsored </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cyberattacks against foreign companies </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and foreign governments. Actual and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">threatened responses to such activity </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and strained international relations, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including purchasing restrictions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions, tariffs or cyberattacks on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese government or Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, may impact China’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economy and Chinese issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Incidents involving China's or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region's security may cause uncertainty </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in Chinese markets and may adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the Chinese economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Export growth </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continues to be a major driver of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China's rapid economic growth. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Reduction in spending on Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">products and services, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">diversification, institution of additional </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tariffs or other trade barriers (including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as a result of heightened trade tensions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a trade war between China and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. or in response to actual or alleged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese cyber activity) or a downturn in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any of the economies of China's key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading partners may have an adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact on the Chinese economy. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index may include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are subject to economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or trade restrictions (but not investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions) imposed by the U.S. or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other governments due to national </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security, human rights or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns of such government. So long </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as these restrictions do not include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on investments, the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">generally expected to invest in such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, consistent with its objective </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to track the performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are not subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">same degree of regulatory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements, accounting standards or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">auditor oversight as issuers in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be less reliable or complete. There may </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, and investors may have limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">legal remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Frontier Markets.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Frontier markets are those emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets that are considered to be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among the smallest, least mature and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">least liquid, and as a result, may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">more likely to experience inflation, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">political turmoil and rapid changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic conditions than more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed and traditional emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Investments in frontier </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets may be subject to a greater </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk of loss than investments in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed and traditional emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Frontier markets often have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less uniformity in accounting and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reporting requirements, unreliable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities valuations and greater risk </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with custody of securities. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Economic, political, illiquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency risks may be more pronounced </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with respect to investments in frontier </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets than in emerging markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Saudi Arabia</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability of foreign investors (such as the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund) to invest in the securities of Saudi </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Arabian issuers is relatively new. Such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability could be restricted by the Saudi </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Arabian government at any time, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unforeseen risks could materialize with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to foreign ownership in such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities. The economy of Saudi Arabia </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">is dominated by petroleum exports. A </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sustained decrease in petroleum prices </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have a negative impact on all </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aspects of the economy. Investments in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the securities of Saudi Arabian issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">involve risks not typically associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with investments in securities of issuers </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in more developed countries that may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">negatively affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. Such heightened risks may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">include, among others, expropriation </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or nationalization of assets, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on and government </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">intervention in international trade, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instability, including authoritarian and/or</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> military involvement in governmental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decision making, armed conflict, crime </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and instability as a result of religious, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ethnic and/or socioeconomic unrest. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There remains the possibility that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instability in the larger Middle East </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region could adversely impact the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economy of Saudi Arabia, and there is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no assurance of political stability in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Saudi Arabia.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Securities Lending Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">engage in securities lending. Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lending involves the risk that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may lose money because the borrower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the loaned securities fails to return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the securities in a timely manner or at </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">all. The Fund could also lose money in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the event of a decline in the value of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">collateral provided for loaned securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a decline in the value of any </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments made with cash collateral. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">These events could also trigger adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax consequences for the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Security Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regions in which the Fund invests have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced security concerns, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">war, terrorism and strained international </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relations. Incidents involving a country's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or region's security may cause </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">uncertainty in its markets and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect its economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Sovereign and Quasi-Sovereign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Obligations Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities issued by or guaranteed by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">non-U.S. sovereign governments and by </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">entities affiliated with or backed by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> sovereign governments, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be unable or unwilling to repay principal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or interest when due. In times of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic uncertainty, the prices of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">these securities may be more volatile </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than those of corporate debt obligations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or of other government debt obligations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Tracking Error Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tracking error,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> which is the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">divergence of the Fund’s performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from that of the Underlying Index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Tracking error may occur because of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between the securities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other instruments held in the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio and those included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, pricing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including, as applicable, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between a security’s price </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">at the local market close and the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuation of a security at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calculation of the Fund's NAV), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transaction costs incurred by the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s holding of uninvested cash, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in timing of the accrual or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the valuation of distributions, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements to maintain pass-through </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax treatment, portfolio transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">carried out to minimize the distribution </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of capital gains to shareholders, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">acceptance of custom baskets, changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to the Underlying Index or the costs to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund of complying with various new </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or existing regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among other reasons. This risk may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">heightened during times of increased </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility or other unusual </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market conditions. Tracking error also </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may result because the Fund incurs fees </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and expenses, while the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index does not. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACK INDICES WITH SIGNIFICANT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">WEIGHT IN EMERGING MARKETS </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ISSUERS MAY EXPERIENCE HIGHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACKING ERROR THAN OTHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT DO NOT TRACK </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">SUCH INDICES.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Valuation Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The price the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could receive upon the sale of a security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other asset may differ from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's valuation of the security or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset and from the value used by the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, particularly for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities or other assets that trade in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">low volume or volatile markets or that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are valued using a fair value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology as a result of trade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">suspensions or for other reasons. In </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">addition, the value of the securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets in the Fund's portfolio may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change on days or during time periods </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when shareholders will not be able to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">purchase or sell the Fund's shares. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants who purchase or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeem Fund shares on days when the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund is holding fair-valued securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may receive fewer or more shares, or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower or higher redemption proceeds, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than they would have received had the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities not been fair valued or been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valued using a different methodology. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The ability to value investments may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by technological issues or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">errors by pricing services or other third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> service providers.</span></div> Performance Information <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The bar chart and table that follow show how the Fund has performed on a calendar </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">year basis and provide some indication of the risks of investing in the Fund by showing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">how the Fund’s average annual returns for 1, 5, and 10 years compare with the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Both assume that all dividends and distributions have been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvested in the Fund. Past performance (before and after taxes) does not necessarily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indicate how the Fund will perform in the future.</span></div> The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Calendar Year by Year Returns  <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The best calendar quarter return during the periods shown above was 14.79% in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">2nd quarter of 2020; the worst was -18.81% in the 1st quarter of 2020.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Updated performance information, including the Fund’s current NAV, may be obtained </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737)</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> (toll free).</span></div> best 0.1479 2020-06-30 worst -0.1881 2020-03-31 www.iShares.com 1-800-iShares (1-800-474-2737) (toll free) Average Annual Total Returns (for the periods ended December 31, 2023)  2012-04-03 0.1143 0.0218 0.0322 0.0828 -0.0037 0.0057 0.0663 0.0058 0.0129 0.1203 0.0252 0.0354 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. iSHARES® J.P. MORGAN EM LOCAL CURRENCY BOND ETF Ticker: LEMBStock Exchange: NYSE Arca Investment Objective <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The iShares J.P. Morgan EM Local Currency Bond ETF (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) seeks to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment results of an index composed of local currency denominated, emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market sovereign bonds.</span></div> Fees and Expenses <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The following table describes the fees and expenses that you will incur if you buy, hold </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and sell shares of the Fund. The investment advisory agreement between iShares, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Company</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) and BlackRock Fund Advisors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investment Advisory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agreement</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) provides that BFA will pay all operating expenses of the Fund, except: (i) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the acquisition and disposition of portfolio securities and the execution of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions, including brokerage commissions, (v) distribution fees or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses, and (vi) litigation expenses and any extraordinary expenses.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">You may pay other fees, such as brokerage commissions and other fees to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">financial intermediaries, which are not reflected in the tables and examples </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">below.</span></div> Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1 0.0030 0 0.0000 0.0030 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: 31 97 169 381 Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 45% of the average value of its portfolio. 0.45 Principal Investment Strategies <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund seeks to track the investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results of the J.P. Morgan GBI-EM Global </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Diversified 15% Cap 4.5% Floor Index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which tracks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the performance of local currency-denominated</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> sovereign bond markets of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">emerging market countries. All bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">included in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected according to a set of rule-based</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> inclusion criteria regarding issue </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">size, bond type, maturity, and liquidity. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The securities included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index are rebalanced on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">last weekday of the month. Eligible </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries included in the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index are determined by JPMorgan </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chase &amp; Co. or its affiliates (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Provider</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) based on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider’s definition of emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market countries. </span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Eligible issuer countries must have (1) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">gross national income (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">GNI</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) below the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Income Ceiling (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">IIC</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) for three </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consecutive years or (2) an Index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Purchasing Power Parity Ratio (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">IPR</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) below the EM IPR threshold, each </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as defined by the Index Provider, for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">three consecutive years. An existing </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">country may be considered for removal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from the Underlying Index if its GNI per </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">capita is above the IIC for three </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consecutive years and its long-term </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sovereign credit rating from Standard &amp; </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Poor’s Global Ratings (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">S&amp;P Global</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody’s Investors Service, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody’s</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), and Fitch Ratings, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) is A-/A3/A- or above for three </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consecutive years. For purposes of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">compiling the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual country weights are capped at </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maximum 15% and floored at minimum </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">4.5%. Eligible individual securities must </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have a minimum face amount </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outstanding of U.S. $1 billion equivalent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for onshore local currency bonds and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. $500 million for global bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(offshore currency linked bonds). All </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">component securities must have at </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">least 2.5 years to maturity from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inclusion date and a remaining maturity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of 6 months or greater at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalancing to remain eligible for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Floating-rate issues, capitalization/amortizing</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds, and bonds with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">callable, puttable or convertible features </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are not eligible for inclusion in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">As of October 31, 2023, the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index included securities issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Brazil, Chile, China, Colombia, Czech </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Republic, Dominican Republic, Egypt, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Hungary, Indonesia, Malaysia, Mexico, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Peru, Poland, Romania, Serbia, South </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Africa, Thailand, Turkey and Uruguay.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses an indexing approach to try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">achieve the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">objective. Unlike many investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, the Fund does not try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">beat</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the index it tracks and does not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek temporary defensive positions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when markets decline or appear </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overvalued.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Indexing may eliminate the chance that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund will substantially outperform </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index but also may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reduce some of the risks of active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">management, such as poor security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selection. Indexing seeks to achieve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower costs and better after-tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance by aiming to keep portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turnover low in comparison to actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed investment companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses a representative sampling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy to manage the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Representative sampling</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> is an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy that involves investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in a representative sample of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that collectively has an investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">profile similar to that of an applicable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying index. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected are expected to have, in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aggregate, investment characteristics </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(based on factors such as market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and industry weightings), fundamental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics (such as return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">variability, duration (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, a security's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">price sensitivity to a change in interest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates), maturity or credit ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield) and liquidity measures similar to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those of an applicable underlying index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may or may not hold all of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest at least 80% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the component securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index, and the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invest at least 90% of its assets in fixed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">income securities of the types included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index that BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">believes will help the Fund track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. The Fund will invest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no more than 10% of its assets in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">futures, options and swaps contracts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that BFA believes will help the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the Underlying Index as well as in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fixed income securities other than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">types included in the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">but which BFA believes will help the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund track the Underlying Index. Cash </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and cash equivalent investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with a derivative position will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be treated as part of that position for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the purposes of calculating the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">percentage of investments included in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index. The Fund seeks to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the investment results of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index before fees and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses of the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is sponsored by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">J.P. Morgan, which is</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">independent of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund and BFA. The Index Provider </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determines the composition and relative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weightings of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index and publishes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information regarding the market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Industry Concentration Policy.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will concentrate its investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, hold 25% or more of its total </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets) in a particular industry or group </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of industries to approximately the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Underlying Index is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated. For purposes of this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitation, securities of the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government (including its agencies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities), repurchase </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agreements collateralized by U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government securities, and securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">state or municipal governments and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">their political subdivisions are not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">considered to be issued by members of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any industry.</span></div> Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. 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. <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Markets</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Investments in emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market issuers may be subject to a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater risk of loss than investments in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers located or operating in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may be more likely to experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inflation, social instability, political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turmoil or rapid changes in economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions than more developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Companies in many emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets are not subject to the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">degree of regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">accounting standards or auditor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">oversight as companies in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries, and as a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the securities in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests may be less </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reliable or complete. Emerging markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">often have less reliable securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuations and greater risk associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with custody of securities than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed markets. There may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against companies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders may have limited legal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Interest Rate Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">very low or negative interest rates, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may be unable to maintain positive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">returns or pay dividends to Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders. Very low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates may magnify interest rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk. Changing interest rates, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates that fall below zero, may have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unpredictable effects on markets, result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in heightened market volatility and </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">detract from the Fund’s performance to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent the Fund is exposed to such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates. Additionally, under </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain market conditions in which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates are low and the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices for portfolio securities have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased, the Fund may have a very low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or even negative yield. A low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield would cause the Fund to lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money in certain conditions and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain time periods. An increase in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates will generally cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of securities held by the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline, may lead to heightened </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility in the fixed-income markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and may adversely affect the liquidity of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain fixed-income investments, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including those held by the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Because rates on certain floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities typically reset only </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">periodically, changes in prevailing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates (and particularly sudden </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and significant changes) can be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expected to cause some fluctuations in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the net asset value of the Fund to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that it invests in floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities. The historically low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate environment in recent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">years heightens the risks associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with rising interest rates.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Credit Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Debt issuers and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparties may be unable or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unwilling to make timely interest and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">principal payments when due or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">otherwise honor their obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Changes in an issuer’s credit rating or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the market’s perception of an issuer’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creditworthiness may also adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment in that issuer. The degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit risk depends on an issuer's or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparty's financial condition and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on the terms of an obligation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund could lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money over short periods due to short-term</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> market movements and over </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">longer periods during more prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market downturns. Local, regional or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global events such as war, acts of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">terrorism, public health issues, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">recessions, the prospect or occurrence </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a sovereign default or other financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">crisis, or other events could have a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant impact on the Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and could result in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Index-Related Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There is no </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guarantee that the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results will have a high degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">correlation to those of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index or that the Fund will achieve its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment objective. Market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions and regulatory restrictions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have an adverse effect on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ability to adjust its exposure to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the required levels in order to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Errors in index data, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">index computations or the construction </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index in accordance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with its methodology may occur from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">time to time and may not be identified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and corrected by the Index Provider for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a period of time or at all, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse impact on the Fund and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its shareholders. Unusual market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions or other unforeseen </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">circumstances (such as natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disasters, political unrest or war) may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Index Provider or a third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> data provider, and could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider to postpone a scheduled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalance. This could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index to vary from its normal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or expected composition.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Asset Class Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Securities and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the Underlying Index or in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's portfolio may underperform in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to the general financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets, a particular financial market or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other asset classes.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Authorized Participant Concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Only an Authorized Participant (as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Creations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Redemptions</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> section of this prospectus </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Prospectus</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) may engage in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">directly with the Fund, and none of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those Authorized Participants is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligated to engage in creation and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption transactions. The Fund has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a limited number of institutions that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may act as Authorized Participants on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an agency basis (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> on behalf of other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market participants). To the extent that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants exit the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business or are unable to proceed with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption orders with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the Fund and no other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant is able to step </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">forward to create or redeem, Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shares may be more likely to trade at a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">premium or discount to NAV and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibly face trading halts or delisting. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk may be heightened for exchange-traded</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> funds (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ETFs</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), such as the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that invest in securities issued by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> issuers or other securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments that have lower trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volumes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Commodity Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund invests in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are susceptible to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations in certain commodity </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets and to price changes due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trade relations. Any negative changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodity markets that may be due to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">changes in supply and demand for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodities, market events, war, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory developments, other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">catastrophic events, or other factors </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that the Fund cannot control could have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an adverse impact on those companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Concentration Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">susceptible to an increased risk of loss, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including losses due to adverse events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that affect the Fund’s investments more </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than the market as a whole, to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Fund's investments are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated in the securities and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets of a particular issuer or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, country, group of countries, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region, market, industry, group of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries, sector, market segment or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset class.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Currency Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Because the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">NAV is determined in U.S. dollars, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV could decline if the currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a non-U.S. market in which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invests depreciates against the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollar. Generally, an increase in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the U.S. dollar against a foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency will reduce the value of a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security denominated in that foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency, thereby decreasing the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overall NAV. Currency exchange rates </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">can be very volatile and can change </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quickly and unpredictably. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund's NAV may change quickly and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">without warning.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Custody Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Less developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities markets are more likely to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experience problems with the clearing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and settling of trades, as well as the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holding of securities by local banks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agents and depositories.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Cybersecurity Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Failures or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches of the electronic systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund, the Fund's adviser, distributor, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider and other service </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">providers, market makers, Authorized </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Participants or the issuers of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in which the Fund invests have the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to cause disruptions, negatively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Fund’s business operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or potentially result in financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">losses to the Fund and its shareholders. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">While the Fund has established business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continuity plans and risk management </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">systems seeking to address system </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches or failures, there are inherent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitations in such plans and systems. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Furthermore, the Fund cannot control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the cybersecurity plans and systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s Index Provider and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">service providers, market makers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants or issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Geographic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> A natural disaster </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could occur in a geographic region in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests, which could </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect the economy or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business operations of companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific geographic region, causing an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse impact on the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments in, or which are exposed to, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the affected region.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">High Yield Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are rated below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which may include those bonds rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BBB-</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by S&amp;P Global Ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch, or below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Baa3</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by Moody's), or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are unrated, may be deemed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">speculative, may involve greater levels </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of risk than higher-rated securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">similar maturity and may be more likely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to default.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Illiquid Investments Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may not acquire any illiquid investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">if, immediately after the acquisition, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund would have invested more than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">15% of its net assets in illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. An illiquid investment is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any investment that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reasonably expects cannot be sold or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposed of in current market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions in seven calendar days or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less without significantly changing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value of the investment. To the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent the Fund holds illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments, the illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may reduce the returns of the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">because the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transact at advantageous times or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices. In addition, if the Fund is limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in its ability to sell illiquid investments </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">during periods when shareholders are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeeming their shares, the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">need to sell liquid securities to meet </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption requests and illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities will become a larger portion </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund’s holdings. During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility, liquidity in the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund’s shares may be impacted </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by the liquidity in the market for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities or instruments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">held by the Fund, which could lead to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s shares trading at a premium </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or discount to the Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Income Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund's income may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline if interest rates fall. This decline </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in income can occur because the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may subsequently invest in lower-yielding</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds as bonds in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">mature, are near maturity or are called, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">substituted, or the Fund otherwise </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">needs to purchase additional bonds.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Indexing Investment Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not actively managed, and BFA generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not attempt to take defensive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">positions under any market conditions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including declining markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Infectious Illness Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">A widespread </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outbreak of an infectious illness, such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as the COVID-19 pandemic, may result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in travel restrictions, disruption of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">healthcare services, prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarantines, cancellations, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions, business closures, lower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer demand, layoffs, ratings </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">downgrades, defaults and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant economic, social and political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacts. Markets may experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">temporary closures, extreme volatility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">severe losses, reduced liquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased trading costs. Such events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may adversely affect the Fund and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and may impact the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to purchase or sell securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cause elevated tracking error and </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV. Despite the development of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">vaccines, the duration of the COVID-19 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">pandemic and its effects cannot be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">predicted with certainty.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Issuer Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund depends on the performance of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual securities to which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">has exposure. The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affected if an issuer of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities held by the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to repay principal or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest when due. Changes in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial condition or credit rating of an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of those securities may cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the securities to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Management Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> As the Fund will not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fully replicate the Underlying Index, it is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to the risk that BFA's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment strategy may not produce </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the intended results.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Trading Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund faces </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">numerous market trading risks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including the potential lack of an active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market for Fund shares, losses from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in secondary markets, periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high volatility and disruptions in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation/redemption process. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ANY OF </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THESE FACTORS, AMONG OTHERS, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY LEAD TO THE FUND'S SHARES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRADING AT A PREMIUM OR </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">DISCOUNT TO NAV</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-Diversification Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">classified as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">non-diversified.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> This </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">means that, compared with other funds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are classified as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">diversified,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may invest a greater percentage of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its assets in securities issued by or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">representing a small number of issuers. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">As a result, the Fund's performance may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">depend on the performance of a small </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of issuers.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Issuers Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by non-U.S. issuers carry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">different risks from securities issued by </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. issuers. These risks include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in accounting, auditing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial reporting standards, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibility of expropriation or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, adverse changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in investment or exchange control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, political instability, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory and economic differences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and potential restrictions on the flow of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">international capital. The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Central and South </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">American Economic Risk </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Eastern </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Operational Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is exposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to operational risks arising from a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of factors, including, but not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limited to, human error, processing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">communication errors, errors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s service providers, counterparties </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other third parties, failed or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate processes and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems failures. The Fund and BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek to reduce these operational risks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through controls and procedures. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, these measures do not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">address every possible risk and may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate to address significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operational risks.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Privatization Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests have privatized, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or have begun the process of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">privatizing, certain entities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries. Privatized entities may lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money or be re-nationalized.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Reliance on Trading Partners Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in countries or regions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">whose economies are heavily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dependent upon trading with key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners. Any reduction in this trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may have an adverse impact on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Through its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holdings of securities of certain issuers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">North American </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in China</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investments in bonds of Chinese issuers </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including variable interest entities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with an underlying Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operating company) subject the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks specific to China. China may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to considerable degrees of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic, political and social instability. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China is an emerging market and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">demonstrates significantly higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility from time to time in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to developed markets. Over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the last few decades, the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government has undertaken reform of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic and market practices and has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expanded the sphere of private </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ownership of property in China. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, Chinese markets generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continue to experience inefficiency, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility and pricing anomalies resulting </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from governmental influence, a lack of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">publicly available information and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">political and social instability.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are also subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk that Chinese authorities can </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">intervene in their operations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">structure. Internal social unrest or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confrontations with neighboring </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries, including military conflicts in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">response to such events, may also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disrupt economic development in China </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and result in a greater risk of currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fluctuations, currency non-convertibility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate fluctuations and higher </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates of inflation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China has experienced security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns, such as terrorism and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">strained international relations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Additionally, China is alleged to have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">participated in state-sponsored </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cyberattacks against foreign companies </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and foreign governments. Actual and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">threatened responses to such activity </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and strained international relations, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including purchasing restrictions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions, tariffs or cyberattacks on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese government or Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, may impact China’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economy and Chinese issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Incidents involving China's or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region's security may cause uncertainty </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in Chinese markets and may adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the Chinese economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Export growth </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continues to be a major driver of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China's rapid economic growth. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Reduction in spending on Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">products and services, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">diversification, institution of additional </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tariffs or other trade barriers (including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as a result of heightened trade tensions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a trade war between China and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. or in response to actual or alleged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese cyber activity) or a downturn in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any of the economies of China's key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading partners may have an adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact on the Chinese economy. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index may include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies that are subject to economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or trade restrictions (but not investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions) imposed by the U.S. or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other governments due to national </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security, human rights or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concerns of such government. So long </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as these restrictions do not include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on investments, the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">generally expected to invest in such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, consistent with its objective </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to track the performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Chinese issuers are not subject to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">same degree of regulatory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements, accounting standards or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">auditor oversight as issuers in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information about the Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be less reliable or complete. There may </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be significant obstacles to obtaining </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information necessary for investigations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">into or litigation against Chinese </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, and investors may have limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">legal remedies. The Fund is not actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed and does not select </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments based on investor </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">protection considerations.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in the China Bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">. The Fund invests directly in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">domestic bond market in the People’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Republic of China (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">PRC</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">China Interbank Bond Market</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through the northbound trading Bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Connect. All bonds traded through Bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Connect will be registered in the name </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the PRC’s Central Moneymarkets Unit </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">CMU</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which will hold such bonds as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a nominee owner. The precise nature </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and rights of the Fund as the beneficial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">owner of the bonds traded in the China </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Interbank Bond Market through CMU as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">nominee are relatively new and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">untested areas of PRC law, and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">exact nature of the Fund’s remedies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methods of enforcement of the rights </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and interests of the Fund under PRC law </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are also uncertain.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Market volatility and potential lack of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">liquidity due to low trading volume of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain bonds in the China Interbank </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Bond Market may result in prices of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain bonds to fluctuate significantly, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and the systems used to trade in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market may not function as expected. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Trading through Bond Connect is also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to regulatory risks, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rules and regulations that are subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change, and there can be no assurance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that Bond Connect or certain features </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems thereof will not be materially </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">altered, suspended, discontinued or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">abolished. The Fund may also be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to additional taxation if certain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax exemptions under prevailing PRC tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations are withdrawn or amended. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Any taxes arising from or to the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may be directly borne by, or indirectly </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">passed on to, the Fund, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">result in a substantial impact to its NAV. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investing through Bond Connect </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subjects the Fund to currency risk, to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent that currency rates used for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Bond Connect are different than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates used in the China Interbank Bond </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Market.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Frontier Markets.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Frontier markets are those emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets that are considered to be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among the smallest, least mature and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">least liquid, and as a result, may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">more likely to experience inflation, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">political turmoil and rapid changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic conditions than more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed and traditional emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Investments in frontier </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets may be subject to a greater </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk of loss than investments in more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed and traditional emerging </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets. Frontier markets often have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less uniformity in accounting and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reporting requirements, unreliable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities valuations and greater risk </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with custody of securities. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Economic, political, illiquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency risks may be more pronounced </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with respect to investments in frontier </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets than in emerging markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Russia. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in Russian securities involves significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks, including legal, regulatory, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency and economic risks that are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific to Russia. In addition, investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in Russian securities involves risks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with the settlement of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions and loss of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ownership rights in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities as a result of the system of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">share registration and custody in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Russia. Governments in the U.S. and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">many other countries have imposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic sanctions on certain Russian </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individuals and Russian corporate and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">banking entities. A number of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">jurisdictions may also institute broader </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions on Russia. Russia has issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a number of countersanctions, some of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which restrict the distribution of profits </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by limited liability companies (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">e.g.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dividends), and prohibit Russian persons </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from entering into transactions with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">designated persons from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unfriendly </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">states</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> as well as the export of raw </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">materials or other products from Russia </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to certain sanctioned persons. Russia </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">launched a large-scale invasion of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Ukraine on February 24, 2022. The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent and duration of the military </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">action, resulting sanctions and resulting </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">future market disruptions, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">declines in its stock markets and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the ruble against the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollar, are impossible to predict, but </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could be significant. Disruptions caused </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by Russian military action or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">actions (including cyberattacks and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">espionage) or resulting actual and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">threatened responses to such activity, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including purchasing and financing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions, boycotts or changes in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer or purchaser preferences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions, import and export </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions, tariffs or cyberattacks on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Russian government, Russian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, or Russian individuals, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including politicians, may impact </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Russia’s economy and Russian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies in which the Fund invests. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Actual and threatened responses to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Russian military action may also impact </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the markets for certain Russian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">commodities, such as oil and natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">gas, as well as other sectors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Russian economy, and are likely to have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">collateral impacts on such sectors </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">globally. Russian companies may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable to pay dividends and, if they pay </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dividends, the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">receive them. As a result of sanctions, </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is currently restricted from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in Russian securities, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those in its portfolio, while the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index has removed Russian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities. It is unknown when, or if, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">sanctions may be lifted or the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to trade in Russian securities will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">resume.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Security Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Some countries and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regions in which the Fund invests have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced security concerns, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">war, terrorism and strained international </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relations. Incidents involving a country's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or region's security may cause </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">uncertainty in its markets and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect its economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Sovereign and Quasi-Sovereign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Obligations Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities issued by or guaranteed by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">non-U.S. sovereign governments and by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">entities affiliated with or backed by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> sovereign governments, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be unable or unwilling to repay principal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or interest when due. In times of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">economic uncertainty, the prices of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">these securities may be more volatile </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than those of corporate debt obligations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or of other government debt obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Sovereign obligations may differ from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other securities in their interest rates, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturities, times of issuance and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics and may provide </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relatively lower returns than those of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other securities. Similar to other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, changes to the financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">condition or credit rating of a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government may cause the value of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s sovereign obligations to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Tracking Error Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tracking error,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> which is the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">divergence of the Fund’s performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from that of the Underlying Index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Tracking error may occur because of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between the securities and </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other instruments held in the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio and those included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, pricing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including, as applicable, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between a security’s price </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">at the local market close and the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuation of a security at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calculation of the Fund's NAV), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transaction costs incurred by the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s holding of uninvested cash, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in timing of the accrual or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the valuation of distributions, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements to maintain pass-through </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax treatment, portfolio transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">carried out to minimize the distribution </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of capital gains to shareholders, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">acceptance of custom baskets, changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to the Underlying Index or the costs to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund of complying with various new </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or existing regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among other reasons. This risk may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">heightened during times of increased </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility or other unusual </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market conditions. Tracking error also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may result because the Fund incurs fees </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and expenses, while the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index does not. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">BFA EXPECTS THAT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THE FUND WILL EXPERIENCE </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">HIGHER TRACKING ERROR THAN IS </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TYPICAL FOR SIMILAR INDEX ETFs.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Treasury Obligations Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Treasury </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligations may differ from other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in their interest rates, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturities, times of issuance and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics and may provide </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relatively lower returns than those of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other securities. Similar to other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, changes to the financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">condition or credit rating of a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government may cause the value of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's treasury obligations to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Valuation Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The price the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could receive upon the sale of a security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other asset may differ from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's valuation of the security or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset and from the value used by the </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, particularly for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities or other assets that trade in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">low volume or volatile markets or that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are valued using a fair value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology as a result of trade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">suspensions or for other reasons. In </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">addition, the value of the securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets in the Fund's portfolio may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change on days or during time periods </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when shareholders will not be able to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">purchase or sell the Fund's shares. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants who purchase or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeem Fund shares on days when the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund is holding fair-valued securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may receive fewer or more shares, or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower or higher redemption proceeds, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than they would have received had the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities not been fair valued or been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valued using a different methodology. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The ability to value investments may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by technological issues or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">errors by pricing services or other third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> service providers.</span></div> Performance Information <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The bar chart and table that follow show how the Fund has performed on a calendar </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">year basis and provide some indication of the risks of investing in the Fund by showing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">how the Fund’s average annual returns for 1, 5, and 10 years compare with the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Both assume that all dividends and distributions have been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvested in the Fund. Two versions of the Underlying Index are calculated by the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider - (i) the gross-of-tax total return index, which is calculated without </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regard to withholding taxes on interest income, and (ii) the net-of-tax total return index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which is calculated by deducting withholding taxes on interest income from the gross-of-tax</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> total return of the Underlying Index. As of October 2, 2023, the Fund compares </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(net-of-tax) because it accounts for the impact of withholding taxes on earned interest, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by deducting the highest prevailing tax rate levied on offshore investors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, investors </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are offshore to the specific emerging market) from the gross-of-tax total return. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Previously, the Fund compared its performance to the J.P. Morgan GBI-EM Global </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Diversified 15% Cap 4.5% Floor Index (gross-of-tax). The performance of both the J.P. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) and the J.P. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) are shown in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Average Annual Total Returns table, below. Past performance (before and after </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">taxes) does not necessarily indicate how the Fund will perform in the future. If BFA had </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not waived certain Fund fees during certain periods, the Fund's returns would have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">been lower.</span></div> The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. As of October 2, 2023, the Fund compares its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) because it accounts for the impact of withholding taxes on earned interest, by deducting the highest prevailing tax rate levied on offshore investors (i.e., investors that are offshore to the specific emerging market) from the gross-of-tax total return. Previously, the Fund compared its performance to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax). The performance of both the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) and the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) are shown in the Average Annual Total Returns table, below. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Calendar Year by Year Returns  <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The best calendar quarter return during the periods shown above was 9.10% in the 2nd </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarter of 2020; the worst was -14.63% in the 1st quarter of 2020.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Updated performance information, including the Fund’s current NAV, may be obtained </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737)</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> (toll free).</span></div> best 0.0910 2020-06-30 worst -0.1463 2020-03-31 www.iShares.com 1-800-iShares (1-800-474-2737) (toll free) Average Annual Total Returns (for the periods ended December 31, 2023)  2011-10-18 0.0768 -0.0102 -0.0113 0.0721 -0.0180 -0.0174 0.0465 -0.0105 -0.0106 0.0828 -0.0067 -0.0062 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. On October 2, 2023, the Fund changed from tracking the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax). 2023-09-29 iSHARES® US & INTL HIGH YIELD CORP BOND ETF Ticker: GHYGStock Exchange: Cboe BZX Investment Objective <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The iShares US &amp; Intl High Yield Corp Bond ETF (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) seeks to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment results of an index composed of U.S. dollar, euro, British pound sterling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and Canadian dollar-denominated, high yield corporate bonds.</span></div> Fees and Expenses <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The following table describes the fees and expenses that you will incur if you buy, hold </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and sell shares of the Fund. The investment advisory agreement between iShares, Inc. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Company</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) and BlackRock Fund Advisors (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Investment Advisory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Agreement</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) provides that BFA will pay all operating expenses of the Fund, except: (i) </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the management fees, (ii) interest expenses, (iii) taxes, (iv) expenses incurred with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the acquisition and disposition of portfolio securities and the execution of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio transactions, including brokerage commissions, (v) distribution fees or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses, and (vi) litigation expenses and any extraordinary expenses.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">You may pay other fees, such as brokerage commissions and other fees to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">financial intermediaries, which are not reflected in the tables and examples </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">below.</span></div> Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments)1 0.0040 0 0.0000 0.0040 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: 41 128 224 505 Portfolio Turnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 19% of the average value of its portfolio. 0.19 Principal Investment Strategies <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund seeks to track the investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results of the Markit iBoxx Global </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Developed Markets High Yield Index </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), which is a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rules-based index consisting of high </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield (as determined by Markit Indices </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Limited (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Markit</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) corporate bonds </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">denominated in U.S. dollars, euros, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">British pounds sterling and Canadian </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollars. The Underlying Index is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">designed to provide a broad </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">representation of the global high yield </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">corporate bond market. High yield </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds are also known as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is made up of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">corporate bonds that are issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies domiciled in countries </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">classified as developed markets by the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider. The Underlying Index is a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value weighted index with a cap </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on each issuer of 3%. There is no limit to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the number of issues in the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index. As of October 31, 2023, a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant portion of the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index is represented by securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies in the consumer services </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industry or sector. The components of </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index are likely to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change over time.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest in privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities, including those that are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">normally purchased pursuant to Rule </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">144A or Regulation S promulgated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">under the Securities Act of 1933, as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">amended (the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">1933 Act</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses an indexing approach to try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">achieve the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">objective. Unlike many investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">companies, the Fund does not try to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">beat</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> the index it tracks and does not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek temporary defensive positions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when markets decline or appear </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overvalued.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Indexing may eliminate the chance that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund will substantially outperform </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index but also may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reduce some of the risks of active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">management, such as poor security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selection. Indexing seeks to achieve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower costs and better after-tax </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">performance by aiming to keep portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">turnover low in comparison to actively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">managed investment companies.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BFA uses a representative sampling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy to manage the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Representative sampling</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> is an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indexing strategy that involves investing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in a representative sample of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that collectively has an investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">profile similar to that of an applicable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying index. The securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">selected are expected to have, in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">aggregate, investment characteristics </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(based on factors such as market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and industry weightings), fundamental </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">characteristics (such as return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">variability, duration (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, a security's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">price sensitivity to a change in interest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates), maturity or credit ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield) and liquidity measures similar to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those of an applicable underlying index. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may or may not hold all of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund will invest at least 80% of its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the component securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index, and the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invest at least 90% of its assets in fixed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">income securities of the types included </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in the Underlying Index that BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">believes will help the Fund track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. The Fund will invest </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">no more than 10% of its assets in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">futures, options and swaps contracts </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that BFA believes will help the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the Underlying Index as well as in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fixed income securities other than the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">types included in the Underlying Index, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">but which BFA believes will help the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund track the Underlying Index. Cash </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and cash equivalent investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">associated with a derivative position will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be treated as part of that position for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the purposes of calculating the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">percentage of investments included in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Underlying Index. The Fund seeks to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">track the investment results of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index before fees and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expenses of the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may lend securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">representing up to one-third of the value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund's total assets (including the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of any collateral received).</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Underlying Index is sponsored by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Markit, which is</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">independent of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund and BFA. The Index Provider </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">determines the composition and relative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">weightings of the securities in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index and publishes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">information regarding the market value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Industry Concentration Policy.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will concentrate its investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, hold 25% or more of its total </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets) in a particular industry or group </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of industries to approximately the same </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Underlying Index is </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated. For purposes of this </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitation, securities of the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government (including its agencies and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instrumentalities), repurchase </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">agreements collateralized by U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government securities, and securities of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">state or municipal governments and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">their political subdivisions are not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">considered to be issued by members of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any industry.</span></div> Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Underlying Index is concentrated. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. 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. <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">High Yield Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that are rated below investment-grade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(commonly referred to as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">junk bonds,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which may include those bonds rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">BBB-</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by S&amp;P Global Ratings and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch Ratings, Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fitch</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">) or below </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Baa3</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> by Moody's Investors Service, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Inc. (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Moody's</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)), or are unrated, may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">deemed speculative, may involve </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">greater levels of risk than higher-rated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities of similar maturity and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be more likely to default.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Credit Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Debt issuers and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparties may be unable or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unwilling to make timely interest and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">principal payments when due or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">otherwise honor their obligations. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Changes in an issuer’s credit rating or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the market’s perception of an issuer’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creditworthiness may also adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">affect the value of the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment in that issuer. The degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">credit risk depends on an issuer's or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">counterparty's financial condition and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">on the terms of an obligation.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Interest Rate Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">very low or negative interest rates, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund may be unable to maintain positive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">returns or pay dividends to Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shareholders. Very low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates may magnify interest rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk. Changing interest rates, including </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates that fall below zero, may have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unpredictable effects on markets, result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in heightened market volatility and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">detract from the Fund’s performance to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the extent the Fund is exposed to such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates. Additionally, under </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain market conditions in which </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates are low and the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices for portfolio securities have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased, the Fund may have a very low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or even negative yield. A low or negative </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">yield would cause the Fund to lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money in certain conditions and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain time periods. An increase in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates will generally cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of securities held by the Fund to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline, may lead to heightened </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volatility in the fixed-income markets </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and may adversely affect the liquidity of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain fixed-income investments, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including those held by the Fund. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Because rates on certain floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities typically reset only </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">periodically, changes in prevailing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates (and particularly sudden </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and significant changes) can be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">expected to cause some fluctuations in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the net asset value of the Fund to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that it invests in floating rate </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">debt securities. The historically low </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rate environment in recent </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">years heightens the risks associated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with rising interest rates.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in Developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Countries</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund’s investment in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed country issuers will subject </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund to legal, regulatory, political, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency, security, economic and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risks associated with developed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">countries. Developed countries tend to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">represent a significant portion of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global economy and have generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced slower economic growth </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than some less developed countries. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Certain developed countries have </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">experienced security concerns, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">war, terrorism and strained international </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">relations. Incidents involving a country’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or region’s security may cause </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">uncertainty in its markets and may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect its economy and the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s investments. In addition, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">developed countries may be adversely </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by changes to the economic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions of certain key trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners, regulatory burdens, debt </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">burdens and the price or availability of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">certain commodities.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund could lose </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">money over short periods due to short-term</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> market movements and over </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">longer periods during more prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market downturns. Local, regional or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">global events such as war, acts of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">terrorism, public health issues, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">recessions, the prospect or occurrence </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a sovereign default or other financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">crisis, or other events could have a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant impact on the Fund</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and could result in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Index-Related Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">There is no </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">guarantee that the Fund’s investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">results will have a high degree of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">correlation to those of the Underlying </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index or that the Fund will achieve its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment objective. Market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions and regulatory restrictions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could have an adverse effect on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s ability to adjust its exposure to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the required levels in order to track the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Errors in index data, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">index computations or the construction </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Underlying Index in accordance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">with its methodology may occur from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">time to time and may not be identified </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and corrected by the Index Provider for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a period of time or at all, which may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse impact on the Fund and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">its shareholders. Unusual market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions or other unforeseen </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">circumstances (such as natural </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disasters, political unrest or war) may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Index Provider or a third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> data provider, and could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index Provider to postpone a scheduled </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rebalance. This could cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index to vary from its normal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or expected composition.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Asset Class Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Securities and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">assets in the Underlying Index or in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's portfolio may underperform in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">comparison to the general financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">markets, a particular financial market or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other asset classes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Authorized Participant Concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Only an Authorized Participant (as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">defined in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Creations and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">Redemptions</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> section of this prospectus </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Prospectus</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">)) may engage in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">directly with the Fund, and none of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">those Authorized Participants is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">obligated to engage in creation and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption transactions. The Fund has </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">a limited number of institutions that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may act as Authorized Participants on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">an agency basis (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic;">i.e.,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> on behalf of other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market participants). To the extent that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants exit the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business or are unable to proceed with </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation or redemption orders with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">respect to the Fund and no other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant is able to step </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">forward to create or redeem, Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">shares may be more likely to trade at a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">premium or discount to NAV and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibly face trading halts or delisting. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participant concentration </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">risk may be heightened for exchange-traded</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> funds (</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ETFs</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">), such as the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that invest in securities issued by non-U.S.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> issuers or other securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">instruments that have lower trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">volumes.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Call Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">During periods of falling </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest rates, an issuer of a callable </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bond held by the Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">call</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">repay the security before its stated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">maturity, and the Fund may have to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvest the proceeds in securities with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower yields, which would result in a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline in the Fund's income, or in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities with greater risks or with </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other less favorable features.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Concentration Risk.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">susceptible to an increased risk of loss, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including losses due to adverse events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">that affect the Fund’s investments more </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than the market as a whole, to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent that the Fund's investments are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">concentrated in the securities and/or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets of a particular issuer or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuers, country, group of countries, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">region, market, industry, group of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industries, sector, market segment or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset class.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Consumer Services Industry Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Companies in the consumer services </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">industry may be affected by, among </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other things, changes in the domestic </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and international economies, exchange </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">rates, competition, consumers' </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposable income and consumer </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">preferences. Companies in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer services industry are facing </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased government and regulatory </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">scrutiny and may be subject to adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">government or regulatory action.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Currency Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Because the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">NAV is determined in U.S. dollars, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV could decline if the currency </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of a non-U.S. market in which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">invests depreciates against the U.S. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dollar. Generally, an increase in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the U.S. dollar against a foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency will reduce the value of a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">security denominated in that foreign </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">currency, thereby decreasing the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">overall NAV. Currency exchange rates </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">can be very volatile and can change </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quickly and unpredictably. As a result, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund's NAV may change quickly and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">without warning.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Cybersecurity Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Failures or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches of the electronic systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund, the Fund's adviser, distributor, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Index Provider and other service </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">providers, market makers, Authorized </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Participants or the issuers of securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in which the Fund invests have the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to cause disruptions, negatively </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impact the Fund’s business operations </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and/or potentially result in financial </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">losses to the Fund and its shareholders. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">While the Fund has established business </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">continuity plans and risk management </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">systems seeking to address system </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">breaches or failures, there are inherent </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limitations in such plans and systems. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Furthermore, the Fund cannot control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the cybersecurity plans and systems of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s Index Provider and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">service providers, market makers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants or issuers of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities in which the Fund invests.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Geographic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> A natural disaster </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could occur in a geographic region in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">which the Fund invests, which could </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affect the economy or the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">business operations of companies in the </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specific geographic region, causing an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adverse impact on the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments in, or which are exposed to, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the affected region.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Illiquid Investments Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may not acquire any illiquid investment </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">if, immediately after the acquisition, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund would have invested more than </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">15% of its net assets in illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments. An illiquid investment is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">any investment that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reasonably expects cannot be sold or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disposed of in current market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">conditions in seven calendar days or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">less without significantly changing the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market value of the investment. To the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">extent the Fund holds illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments, the illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may reduce the returns of the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">because the Fund may be unable to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transact at advantageous times or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">prices. In addition, if the Fund is limited </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in its ability to sell illiquid investments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">during periods when shareholders are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeeming their shares, the Fund will </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">need to sell liquid securities to meet </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redemption requests and illiquid </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities will become a larger portion </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the Fund’s holdings. During periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility, liquidity in the market </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">for the Fund’s shares may be impacted </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by the liquidity in the market for the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities or instruments </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">held by the Fund, which could lead to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s shares trading at a premium </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or discount to the Fund’s NAV.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Income Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund's income may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">decline if interest rates fall. This decline </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in income can occur because the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may subsequently invest in lower-yielding</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> bonds as bonds in its portfolio </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">mature, are near maturity or are called, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">bonds in the Underlying Index are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">substituted, or the Fund otherwise </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">needs to purchase additional bonds.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Indexing Investment Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">not actively managed, and BFA generally </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">does not attempt to take defensive </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">positions under any market conditions, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including declining markets.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Infectious Illness Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">A widespread </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">outbreak of an infectious illness, such </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as the COVID-19 pandemic, may result </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in travel restrictions, disruption of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">healthcare services, prolonged </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarantines, cancellations, supply chain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">disruptions, business closures, lower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">consumer demand, layoffs, ratings </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">downgrades, defaults and other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">significant economic, social and political </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacts. Markets may experience </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">temporary closures, extreme volatility, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">severe losses, reduced liquidity and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased trading costs. Such events </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may adversely affect the Fund and its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments and may impact the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">ability to purchase or sell securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">cause elevated tracking error and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">increased premiums or discounts to the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's NAV. Despite the development of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">vaccines, the duration of the COVID-19 </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">pandemic and its effects cannot be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">predicted with certainty.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Issuer Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The performance of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund depends on the performance of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">individual securities to which the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">has exposure. The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">adversely affected if an issuer of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">underlying securities held by the Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">unable or unwilling to repay principal or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">interest when due. Changes in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial condition or credit rating of an </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issuer of those securities may cause the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">value of the securities to decline.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Management Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> As the Fund will not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fully replicate the Underlying Index, it is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to the risk that BFA's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investment strategy may not produce </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the intended results.</span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Market Trading Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund faces </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">numerous market trading risks, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">including the potential lack of an active </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market for Fund shares, losses from </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">trading in secondary markets, periods of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">high volatility and disruptions in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">creation/redemption process. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ANY OF </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">THESE FACTORS, AMONG OTHERS, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY LEAD TO THE FUND'S SHARES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRADING AT A PREMIUM OR </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">DISCOUNT TO NAV</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Non-U.S. Issuers Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">issued by non-U.S. issuers carry </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">different risks from securities issued by </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">U.S. issuers. These risks include </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in accounting, auditing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">financial reporting standards, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">possibility of expropriation or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">confiscatory taxation, adverse changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">in investment or exchange control </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulations, political instability, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">regulatory and economic differences, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and potential restrictions on the flow of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">international capital. The Fund is </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Operational Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund is exposed </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to operational risks arising from a </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">number of factors, including, but not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">limited to, human error, processing and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">communication errors, errors of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund’s service providers, counterparties </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other third parties, failed or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate processes and technology </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or systems failures. The Fund and BFA </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">seek to reduce these operational risks </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">through controls and procedures. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">However, these measures do not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">address every possible risk and may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">inadequate to address significant </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">operational risks.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Privately Issued Securities Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund will invest in privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities, including those that are </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">normally purchased pursuant to Rule </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">144A or Regulation S promulgated </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">under the 1933 Act. Privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities are securities that have not </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">been registered under the 1933 Act and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">as a result may be subject to legal </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">restrictions on resale. Privately issued </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities are generally not traded on </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">established markets. As a result of the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">absence of a public trading market, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">privately issued securities may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">deemed to be illiquid investments, may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">be more difficult to value than publicly </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">traded securities and may be subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">wide fluctuations in value. Delay or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">difficulty in selling such securities may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">result in a loss to the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Reliance on Trading Partners Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund invests in countries or regions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">whose economies are heavily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">dependent upon trading with key </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">partners. Any reduction in this trading </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may have an adverse impact on the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's investments. Through its </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">holdings of securities of certain issuers, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund is specifically exposed to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Asian Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">European </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">North American </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">Economic Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Risk of Investing in the U.S</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> Certain </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">changes in the U.S. economy, such as </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when the U.S. economy weakens or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when its financial markets decline, may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">have an adverse effect on the securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to which the Fund has exposure.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Securities Lending Risk. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The Fund may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">engage in securities lending. Securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lending involves the risk that the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may lose money because the borrower </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of the loaned securities fails to return </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the securities in a timely manner or at </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">all. The Fund could also lose money in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the event of a decline in the value of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">collateral provided for loaned securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or a decline in the value of any </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">investments made with cash collateral. </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">These events could also trigger adverse </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax consequences for the Fund.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Tracking Error Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The Fund may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">subject to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">“</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tracking error,</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">”</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> which is the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">divergence of the Fund’s performance </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">from that of the Underlying Index. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Tracking error may occur because of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between the securities and </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other instruments held in the Fund’s </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">portfolio and those included in the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, pricing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; line-height: 10.45pt;"> </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">(including, as applicable, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences between a security’s price </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">at the local market close and the Fund's </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valuation of a security at the time of </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">calculation of the Fund's NAV), </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">transaction costs incurred by the Fund, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund’s holding of uninvested cash, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">differences in timing of the accrual or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the valuation of distributions, the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">requirements to maintain pass-through </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">tax treatment, portfolio transactions </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">carried out to minimize the distribution </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">of capital gains to shareholders, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">acceptance of custom baskets, changes </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">to the Underlying Index or the costs to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">the Fund of complying with various new </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or existing regulatory requirements, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">among other reasons. This risk may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">heightened during times of increased </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market volatility or other unusual </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">market conditions. Tracking error also </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may result because the Fund incurs fees </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">and expenses, while the Underlying </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Index does not. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDEX ETFs THAT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACK INDICES WITH SIGNIFICANT </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">WEIGHT IN HIGH YIELD SECURITIES </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">MAY EXPERIENCE HIGHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">TRACKING ERROR THAN OTHER </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">ETFs THAT DO NOT TRACK SUCH </span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">INDICES</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-style: italic; font-weight: bold;">Valuation Risk</span><span style="color: #000000; font-family: arial; font-size: 8.55pt; font-weight: bold;">.</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> The price the Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">could receive upon the sale of a security </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">or other asset may differ from the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund's valuation of the security or other </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">asset and from the value used by the </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index, particularly for </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities or other assets that trade in </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">low volume or volatile markets or that </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">are valued using a fair value </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">methodology as a result of trade </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">suspensions or for other reasons. In </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">addition, the value of the securities or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">other assets in the Fund's portfolio may </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">change on days or during time periods </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">when shareholders will not be able to </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">purchase or sell the Fund's shares. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Authorized Participants who purchase or </span></div> <div style="line-height: 10.45pt; text-align: left;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">redeem Fund shares on days when the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Fund is holding fair-valued securities </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">may receive fewer or more shares, or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">lower or higher redemption proceeds, </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">than they would have received had the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">securities not been fair valued or been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">valued using a different methodology. </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The ability to value investments may be </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">impacted by technological issues or </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">errors by pricing services or other third-party</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> service providers.</span></div> Performance Information <div style="margin-top: 3pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The bar chart and table that follow show how the Fund has performed on a calendar </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">year basis and provide some indication of the risks of investing in the Fund by showing </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">how the Fund’s average annual returns for 1, 5, and 10 years compare with the </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Underlying Index. Both assume that all dividends and distributions have been </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">reinvested in the Fund. Past performance (before and after taxes) does not necessarily </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">indicate how the Fund will perform in the future. If BFA had not waived certain Fund </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">fees during certain periods, the Fund's returns would have been lower.</span></div> The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide some indication of the risks of investing in the Fund by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with the Underlying Index. Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Calendar Year by Year Returns  <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">The best calendar quarter return during the periods shown above was 9.44% in the 2nd </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">quarter of 2020; the worst was -13.35% in the 1st quarter of 2020.</span></div> <div style="margin-top: 4pt;"><span style="color: #000000; font-family: arial; font-size: 8.55pt;">Updated performance information, including the Fund’s current NAV, may be obtained </span><span style="color: #000000; font-family: arial; font-size: 8.55pt;">by visiting our website at www.iShares.com or by calling 1-800-iShares (1-800-474-2737)</span><span style="color: #000000; font-family: arial; font-size: 8.55pt;"> (toll free).</span></div> best 0.0944 2020-06-30 worst -0.1335 2020-03-31 www.iShares.com 1-800-iShares (1-800-474-2737) (toll free) Average Annual Total Returns (for the periods ended December 31, 2023)  2012-04-03 0.1373 0.0409 0.0301 0.1104 0.0205 0.0094 0.0802 0.0226 0.0135 0.1397 0.0421 0.0317 After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any. After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any. The amount rounded to 0.00%. The amount rounded to 0.00%. After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. Index returns through May 31, 2017 reflect the performance of the Morningstar® Emerging Markets Corporate Bond IndexSM. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan CEMBI Broad Diversified Core Index, which, effective as of June 1, 2017, replaced the Morningstar® Emerging Markets Corporate Bond IndexSM as the Underlying Index of the Fund. Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any. The amount rounded to 0.00%. After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. Index returns through February 29, 2020 reflect the performance of the Morningstar® Emerging Markets High Yield Bond Index. Index returns beginning on March 2, 2020 reflect the performance of the J.P. Morgan USD Emerging Markets High Yield Bond Index, which, effective as of March 2, 2020, replaced the Morningstar® Emerging Markets High Yield Bond Index as the Underlying Index of the Fund. Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any. The amount rounded to 0.00%. After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. Index returns through May 31, 2017 reflect the performance of the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index. Index returns beginning on June 1, 2017 reflect the performance of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax), which, effective as of June 1, 2017, replaced the Bloomberg Barclays Emerging Markets Broad Local Currency Bond Index as the Underlying Index of the Fund. On October 2, 2023, the Fund changed from tracking the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (gross-of-tax) to the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax). The inception date of the J.P. Morgan GBI-EM Global Diversified 15% Cap 4.5% Floor Index (net-of-tax) variant is September 29, 2023. Operating expenses paid by BFA under the Investment Advisory Agreement exclude acquired fund fees and expenses, if any. The amount rounded to 0.00%.

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