2020 PROSPECTUS - BLACKROCK
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Table of Contents JULY 31, 2020 (as revised August 17, 2020) 2020 Prospectus iShares Trust • iShares Emerging Markets Infrastructure ETF | EMIF | NASDAQ Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you hold accounts through a financial intermediary, you may contact your financial intermediary to enroll in electronic delivery. Please note that not all financial intermediaries may offer this service. You may elect to receive all future reports in paper free of charge. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds held with your financial intermediary. The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
Table of Contents Table of Contents Fund Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1 More Information About the Fund . . . . . . . . 1 A Further Discussion of Principal Risks . . 2 A Further Discussion of Other Risks . . . . . . 20 Portfolio Holdings Information . . . . . . . . . . . . . 23 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Shareholder Information . . . . . . . . . . . . . . . . . . . . 26 Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Index Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Disclaimers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 The “S&P Emerging Markets Infrastructure IndexTM” is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by BlackRock Fund Advisors or its affiliates. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); iShares® and BlackRock® are registered trademarks of BlackRock Fund Advisors and its affiliates; and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by iShares Trust. The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P or their respective affiliates, and none of such parties makes any representation regarding the advisability of investing in such product(s); nor do they have any liability for any errors, omissions, or interruptions of the S&P Emerging Markets Infrastructure Index. i
Table of Contents [THIS PAGE INTENTIONALLY LEFT BLANK]
Table of Contents iSHARES® EMERGING MARKETS INFRASTRUCTURE ETF Ticker: EMIF Stock Exchange: NASDAQ Investment Objective The iShares Emerging Markets Infrastructure ETF (the “Fund”) seeks to track the investment results of an index composed of 30 of the largest emerging market equities in the infrastructure industry. Fees and Expenses The following table describes the fees and expenses that you will incur if you buy, hold and sell shares of the Fund. The investment advisory agreement between iShares Trust (the “Trust”) and BlackRock Fund Advisors (“BFA”) (the “Investment Advisory Agreement”) provides that BFA will pay all operating expenses of the Fund, except 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, litigation expenses and any extraordinary expenses. The Fund may incur “Acquired Fund Fees and Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus (the “Prospectus”). BFA, the investment adviser to the Fund, has contractually agreed to waive its management fees in an amount equal to the Acquired Fund Fees and Expenses, if any, attributable to investments by the Fund in other series of the Trust and iShares, Inc. through July 31, 2022. The contractual waiver may be terminated prior to July 31, 2022 only upon written agreement of the Trust and BFA. 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 Total Annual Fund Distribution Total Annual Operating and Acquired Fund Fund Expenses Management Service (12b-1) Other Fees Operating After Fees Fees Expenses and Expenses2 Expenses Fee Waiver2 Fee Waiver 0.60% None None 0.00% 0.60% 0.00% 0.60% 1 The expense information in the table has been restated to reflect current fees. 2 The amount rounded to 0.00%. S-1
Table of Contents 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 $61 $192 $335 $750 Portfolio Turnover. The Fund may pay China, Greece, Malaysia, Mexico, transaction costs, such as Russia, South Korea and Thailand. commissions, when it buys and sells Companies domiciled in an emerging or securities (or “turns over” its portfolio). developed market country are eligible A higher portfolio turnover rate may for inclusion as long as the majority of indicate higher transaction costs and the company’s revenues are derived may result in higher taxes when Fund from emerging market operations. shares are held in a taxable account. Based on the methodology, constituents These costs, which are not reflected in must have a minimum total market the Annual Fund Operating Expenses or capitalization as of the rebalancing in the Example, affect the Fund’s reference date of $250 million and a performance. During the most recent minimum float adjusted market fiscal year, the Fund’s portfolio turnover capitalization as of the rebalancing rate was 18% of the average value of its reference date of $200 million. portfolio. Constituents must also have a 3-month Average Daily Value Traded of greater Principal Investment than $1 million. The Underlying Index Strategies may include large-, mid- or small- The Fund seeks to track the investment capitalization companies. As of March results of the S&P Emerging Markets 31, 2020, a significant portion of the Infrastructure IndexTM (the “Underlying Underlying Index is represented by Index”), which is designed to track the securities of companies in the energy, performance of 30 of the largest industrials, infrastructure and utilities publicly listed companies in the industries or sectors. The components infrastructure industry in emerging of the Underlying Index are likely to markets, as determined by S&P Dow change over time. Jones Indices LLC (the “Index Provider” BFA uses a “passive” or indexing or “SPDJI”). The Underlying Index approach to try to achieve the Fund’s includes three distinct infrastructure investment objective. Unlike many sub-sectors: energy, transportation and investment companies, the Fund does utilities. As of March 31, 2020, the not try to “beat” the index it tracks and Underlying Index was comprised of does not seek temporary defensive securities of companies in the following positions when markets decline or countries or regions: Brazil, Chilé, appear overvalued. S-2
Table of Contents Indexing may eliminate the chance that the Underlying Index before fees and the Fund will substantially outperform expenses of the Fund. the Underlying Index but also may The Fund may lend securities reduce some of the risks of active representing up to one-third of the management, such as poor security value of the Fund’s total assets selection. Indexing seeks to achieve (including the value of any collateral lower costs and better after-tax received). performance by aiming to keep portfolio turnover low in comparison to actively The Underlying Index is a product of managed investment companies. SPDJI, which is independent of the Fund and BFA. The Index Provider determines BFA uses a representative sampling the composition and relative weightings indexing strategy to manage the Fund. of the securities in the Underlying Index “Representative sampling” is an and publishes information regarding the indexing strategy that involves investing market value of the Underlying Index. in a representative sample of securities that collectively has an investment Industry Concentration Policy. The profile similar to that of an applicable Fund will concentrate its investments underlying index. The securities (i.e., hold 25% or more of its total selected are expected to have, in the assets) in a particular industry or group aggregate, investment characteristics of industries to approximately the same (based on factors such as market extent that the Underlying Index is capitalization and industry weightings), concentrated. For purposes of this fundamental characteristics (such as limitation, securities of the U.S. return variability and yield) and liquidity government (including its agencies and measures similar to those of an instrumentalities) and repurchase applicable underlying index. The Fund agreements collateralized by U.S. may or may not hold all of the securities government securities are not in the Underlying Index. considered to be issued by members of any industry. Because all of the The Fund generally will invest at least securities included in the Underlying 90% of its assets in the component Index are issued by utility, energy and securities of the Underlying Index and in transportation infrastructure investments that have economic companies, the Fund will be characteristics that are substantially concentrated in the infrastructure identical to the component securities of industry. the Underlying Index (i.e., depositary receipts representing securities of the Summary of Principal Risks Underlying Index) and may invest up to As with any investment, you could lose 10% of its assets in certain futures, all or part of your investment in the options and swap contracts, cash and Fund, and the Fund’s performance could cash equivalents, including shares of trail that of other investments. The Fund money market funds advised by BFA or is subject to certain risks, including the its affiliates, as well as in securities not principal risks noted below, any of included in the Underlying Index, but which may adversely affect the Fund’s which BFA believes will help the Fund net asset value per share (“NAV”), track the Underlying Index. The Fund trading price, yield, total return and seeks to track the investment results of S-3
Table of Contents ability to meet its investment objective. extent that the Fund’s investments are The order of the below risk factors does concentrated in the securities and/or not indicate the significance of any other assets of a particular issuer or particular risk factor. issuers, country, group of countries, Asset Class Risk. Securities and other region, market, industry, group of assets in the Underlying Index or in the industries, sector or asset class. Fund’s portfolio may underperform in Currency Risk. Because the Fund’s comparison to the general financial NAV is determined in U.S. dollars, the markets, a particular financial market or Fund’s NAV could decline if the currency other asset classes. of a non-U.S. market in which the Fund Authorized Participant Concentration invests depreciates against the U.S. Risk. Only an Authorized Participant (as dollar or if there are delays or limits on defined in the Creations and repatriation of such currency. Currency Redemptions section of this prospectus exchange rates can be very volatile and (the “Prospectus”)) may engage in can change quickly and unpredictably. creation or redemption transactions As a result, the Fund’s NAV may change directly with the Fund, and none of quickly and without warning. those Authorized Participants is Custody Risk. Less developed obligated to engage in creation and/or securities markets are more likely to redemption transactions. The Fund has experience problems with the clearing a limited number of institutions that and settling of trades, as well as the may act as Authorized Participants on holding of securities by local banks, an agency basis (i.e., on behalf of other agents and depositories. market participants). To the extent that Cybersecurity Risk. Failures or Authorized Participants exit the breaches of the electronic systems of business or are unable to proceed with the Fund, the Fund’s adviser, creation or redemption orders with distributor, the Index Provider and other respect to the Fund and no other service providers, market makers, Authorized Participant is able to step Authorized Participants or the issuers of forward to create or redeem, Fund securities in which the Fund invests shares may be more likely to trade at a have the ability to cause disruptions, premium or discount to NAV and negatively impact the Fund’s business possibly face trading halts or delisting. operations and/or potentially result in Authorized Participant concentration financial losses to the Fund and its risk may be heightened for exchange- shareholders. While the Fund has traded funds (“ETFs”), such as the Fund, established business continuity plans that invest in securities issued by non- and risk management systems seeking U.S. issuers or other securities or to address system breaches or failures, instruments that have lower trading there are inherent limitations in such volumes. plans and systems. Furthermore, the Concentration Risk. The Fund may be Fund cannot control the cybersecurity susceptible to an increased risk of loss, plans and systems of the Fund’s Index including losses due to adverse events Provider and other service providers, that affect the Fund’s investments more market makers, Authorized Participants than the market as a whole, to the S-4
Table of Contents or issuers of securities in which the time to time and may not be identified Fund invests. and corrected by the Index Provider for Energy Sector Risk. The market value a period of time or at all, which may of securities in the energy sector may have an adverse impact on the Fund decline for many reasons, including, and its shareholders. Unusual market among others, changes in energy prices, conditions may cause the Index energy supply and demand, government Provider to postpone a scheduled regulations and energy conservation rebalance, which could cause the efforts. Underlying Index to vary from its normal or expected composition. Equity Securities Risk. Equity securities are subject to changes in Industrials Sector Risk. Companies in value, and their values may be more the industrials sector may be adversely volatile than those of other asset affected by changes in the supply of and classes. The Underlying Index is demand for products and services, comprised of common stocks, which product obsolescence, claims for generally subject their holders to more environmental damage or product risks than preferred stocks and debt liability and changes in general securities because common economic conditions, among other stockholders’ claims are subordinated factors. to those of holders of preferred stocks Infectious Illness Risk. An outbreak of and debt securities upon the bankruptcy an infectious respiratory illness, COVID- of the issuer. 19, caused by a novel coronavirus has Geographic Risk. A natural disaster resulted in travel restrictions, disruption could occur in a geographic region in of healthcare systems, prolonged which the Fund invests, which could quarantines, cancellations, supply chain adversely affect the economy or the disruptions, lower consumer demand, business operations of companies in the layoffs, ratings downgrades, defaults specific geographic region, causing an and other significant economic impacts. adverse impact on the Fund’s Certain markets have experienced investments in, or which are exposed to, temporary closures, extreme volatility, the affected region. severe losses, reduced liquidity and increased trading costs. These events Index-Related Risk. There is no will have an impact on the Fund and its guarantee that the Fund’s investment investments and could impact the results will have a high degree of Fund’s ability to purchase or sell correlation to those of the Underlying securities or cause elevated tracking Index or that the Fund will achieve its error and increased premiums or investment objective. Market discounts to the Fund’s NAV. Other disruptions and regulatory restrictions infectious illness outbreaks in the future could have an adverse effect on the may result in similar impacts. Fund’s ability to adjust its exposure to the required levels in order to track the Infrastructure Industry Risk. Underlying Index. Errors in index data, Companies in the infrastructure index computations or the construction industry may be subject to a variety of of the Underlying Index in accordance factors that could adversely affect their with its methodology may occur from business or operations, including high S-5
Table of Contents interest costs in connection with capital investment strategy may not produce construction programs, high degrees of the intended results. leverage, costs associated with Market Risk. The Fund could lose governmental, environmental and other money over short periods due to short- regulations, the level of government term market movements and over spending on infrastructure projects, and longer periods during more prolonged other factors. The stock prices of market downturns. Local, regional or transportation companies may be global events such as war, acts of affected by supply and demand for their terrorism, the spread of infectious specific product, government illness or other public health issue, regulation, world events and economic recessions, or other events could have a conditions. The profitability of energy significant impact on the Fund and its companies is related to worldwide investments and could result in energy prices, exploration, and increased premiums or discounts to the production spending. Utilities Fund’s NAV. companies face intense competition, which may have an adverse effect on Market Trading Risk. The Fund faces their profit margins, and the rates numerous market trading risks, charged by regulated utility companies including the potential lack of an active are subject to review and limitation by market for Fund shares, losses from governmental regulatory commissions. trading in secondary markets, periods of high volatility and disruptions in the Issuer Risk. The performance of the creation/redemption process. ANY OF Fund depends on the performance of THESE FACTORS, AMONG OTHERS, individual securities to which the Fund MAY LEAD TO THE FUND’S SHARES has exposure. Changes in the financial TRADING AT A PREMIUM OR condition or credit rating of an issuer of DISCOUNT TO NAV. those securities may cause the value of the securities to decline. National Closed Market Trading Risk. To the extent that the underlying Large-Capitalization Companies Risk. securities and/or other assets held by Large-capitalization companies may be the Fund trade on foreign exchanges or less able than smaller capitalization in foreign markets that may be closed companies to adapt to changing market when the securities exchange on which conditions. Large-capitalization the Fund’s shares trade is open, there companies may be more mature and are likely to be deviations between the subject to more limited growth potential current price of such an underlying compared with smaller capitalization security and the last quoted price for companies. During different market the underlying security (i.e., the Fund’s cycles, the performance of large- quote from the closed foreign market). capitalization companies has trailed the These deviations could result in overall performance of the broader premiums or discounts to the Fund’s securities markets. NAV that may be greater than those Management Risk. As the Fund will not experienced by other ETFs. fully replicate the Underlying Index, it is Non-Diversification Risk. The Fund subject to the risk that BFA’s may invest a large percentage of its assets in securities issued by or S-6
Table of Contents representing a small number of issuers. privatizing, certain entities and As a result, the Fund’s performance industries. Privatized entities may lose may depend on the performance of a money or be re-nationalized. small number of issuers. Reliance on Trading Partners Risk. Non-U.S. Securities Risk. Investments The Fund invests in countries or regions in the securities of non-U.S. issuers are whose economies are heavily subject to the risks associated with dependent upon trading with key investing in those non-U.S. markets, partners. Any reduction in this trading such as heightened risks of inflation or may have an adverse impact on the nationalization. The Fund may lose Fund’s investments. Through its money due to political, economic and holdings of securities of certain issuers, geographic events affecting issuers of the Fund is specifically exposed to U.S. non-U.S. securities or non-U.S. Economic Risk. markets. In addition, non-U.S. securities Risk of Investing in China. markets may trade a small number of Investments in Chinese securities, securities and may be unable to including certain Hong Kong-listed respond effectively to changes in securities, subject the Fund to risks trading volume, potentially making specific to China. Investments in certain prompt liquidation of holdings difficult Hong Kong-listed securities may also or impossible at times. The Fund is subject the Fund to exposure to specifically exposed to Asian Chinese companies. China may be Economic Risk. subject to considerable degrees of Operational Risk. The Fund is exposed economic, political and social instability. to operational risks arising from a China is an emerging market and number of factors, including, but not demonstrates significantly higher limited to, human error, processing and volatility from time to time in communication errors, errors of the comparison to developed markets. Over Fund’s service providers, counterparties the last few decades, the Chinese or other third-parties, failed or government has undertaken reform of inadequate processes and technology economic and market practices and has or systems failures. The Fund and BFA expanded the sphere of private seek to reduce these operational risks ownership of property in China. through controls and procedures. However, Chinese markets generally However, these measures do not continue to experience inefficiency, address every possible risk and may be volatility and pricing anomalies resulting inadequate to address significant from governmental influence, a lack of operational risks. publicly available information and/or Passive Investment Risk. The Fund is political and social instability. Internal not actively managed, and BFA generally social unrest or confrontations with does not attempt to take defensive other neighboring countries, including positions under any market conditions, military conflicts in response to such including declining markets. events, may also disrupt economic development in China and result in a Privatization Risk. Some countries in greater risk of currency fluctuations, which the Fund invests have privatized, currency non-convertibility, interest rate or have begun the process of fluctuations and higher rates of S-7
Table of Contents inflation. China has experienced investments based on investor security concerns, such as terrorism protection considerations. and strained international relations. Risk of Investing in Emerging Additionally, China is alleged to have Markets. The Fund’s investments in participated in state-sponsored emerging market issuers may be cyberattacks against foreign companies subject to a greater risk of loss than and foreign governments. Actual and investments in issuers located or threatened responses to such activity, operating in more developed markets. including purchasing restrictions, Emerging markets may be more likely to sanctions, tariffs or cyberattacks on the experience inflation, political turmoil Chinese government or Chinese and rapid changes in economic companies, may impact China’s conditions than more developed economy and Chinese issuers of markets. Companies in many emerging securities in which the Fund invests. markets are not subject to the same Incidents involving China’s or the degree of regulatory requirements, region’s security may cause uncertainty accounting standards or auditor in Chinese markets and may adversely oversight as companies in more affect the Chinese economy and the developed countries, and as a result, Fund’s investments. Export growth information about the securities in continues to be a major driver of which the Fund invests may be less China’s rapid economic growth. reliable or complete. Emerging markets Reduction in spending on Chinese often have less reliable securities products and services, institution of valuations and greater risk associated additional tariffs or other trade barriers with custody of securities than (including as a result of heightened developed markets. There may be trade tensions or a trade war between significant obstacles to obtaining China and the U.S., or in response to information necessary for investigations actual or alleged Chinese cyber activity) into or litigation against companies and or a downturn in any of the economies shareholders may have limited legal of China’s key trading partners may remedies. The Fund is not actively have an adverse impact on the Chinese managed and does not select economy. Chinese companies, including investments based on investor Chinese companies that are listed on protection considerations. U.S. exchanges, are not subject to the same degree of regulatory Risk of Investing in Russia. Investing requirements, accounting standards or in Russian securities involves significant auditor oversight as companies in more risks, including legal, regulatory and developed countries, and as a result, economic risks that are specific to information about the Chinese Russia. In addition, investing in Russian securities in which the Fund invests may securities involves risks associated with be less reliable or complete. There may the settlement of portfolio transactions be significant obstacles to obtaining and loss of the Fund’s ownership rights information necessary for investigations in its portfolio securities as a result of into or litigation against Chinese the system of share registration and companies and shareholders may have custody in Russia. A number of limited legal remedies. The Fund is not jurisdictions, including the U.S., Canada actively managed and does not select and the European Union (the “EU”), S-8
Table of Contents have imposed economic sanctions on for the Fund and negative tax certain Russian individuals and Russian consequences for its shareholders. corporate entities. Additionally, Russia Structural Risk. The countries in which is alleged to have participated in state- the Fund invests may be subject to sponsored cyberattacks against foreign considerable degrees of economic, companies and foreign governments. political and social instability. Actual and threatened responses to such activity, including purchasing Thematic Investing Risk. The Fund restrictions, sanctions, tariffs or relies on the Index Provider for the cyberattacks on the Russian identification of securities for inclusion government or Russian companies, may in the Underlying Index that reflect impact Russia’s economy and Russian themes and sub-themes and its issuers of securities in which the Fund performance may suffer if such invests. securities are not correctly identified or if a theme or sub-theme develops in an Securities Lending Risk. The Fund may unexpected manner. Performance may engage in securities lending. Securities also suffer if the stocks included in the lending involves the risk that the Fund Underlying Index do not benefit from may lose money because the borrower the development of such themes or sub- of the loaned securities fails to return themes. Performance may also be the securities in a timely manner or at impacted by the inclusion of non-theme- all. The Fund could also lose money in relevant exposures in the Underlying the event of a decline in the value of Index. There is no guarantee that the collateral provided for loaned securities Underlying Index will reflect the theme or a decline in the value of any and sub-theme exposures intended. investments made with cash collateral. These events could also trigger adverse Tracking Error Risk. The Fund may be tax consequences for the Fund. subject to tracking error, which is the divergence of the Fund’s performance Security Risk. Some countries and from that of the Underlying Index. regions in which the Fund invests have Tracking error may occur because of experienced security concerns, such as differences between the securities and terrorism and strained international other instruments held in the Fund’s relations. Incidents involving a country’s portfolio and those included in the or region’s security may cause Underlying Index, pricing uncertainty in its markets and may differences (including, as applicable, adversely affect its economy and the differences between a security’s price Fund’s investments. at the local market close and the Fund’s Small Fund Risk. When the Fund’s size valuation of a security at the time of is small, the Fund may experience low calculation of the Fund’s NAV), trading volume and wide bid/ask transaction costs incurred by the Fund, spreads. In addition, the Fund may face the Fund’s holding of uninvested cash, the risk of being delisted if the Fund differences in timing of the accrual of or does not meet certain conditions of the the valuation of dividends or interest, listing exchange. Any resulting the requirements to maintain pass- liquidation of the Fund could cause the through tax treatment, portfolio Fund to incur elevated transaction costs transactions carried out to minimize the S-9
Table of Contents distribution of capital gains to Valuation Risk. The price the Fund shareholders, acceptance of custom could receive upon the sale of a security baskets, changes to the Underlying or other asset may differ from the Index or the costs to the Fund of Fund’s valuation of the security or other complying with various new or existing asset and from the value used by the regulatory requirements. This risk may Underlying Index, particularly for be heightened during times of increased securities or other assets that trade in market volatility or other unusual low volume or volatile markets or that market conditions. Tracking error also are valued using a fair value may result because the Fund incurs fees methodology as a result of trade and expenses, while the Underlying suspensions or for other reasons. In Index does not. INDEX ETFs THAT addition, the value of the securities or TRACK INDICES WITH SIGNIFICANT other assets in the Fund’s portfolio may WEIGHT IN EMERGING MARKETS change on days or during time periods ISSUERS MAY EXPERIENCE HIGHER when shareholders will not be able to TRACKING ERROR THAN OTHER INDEX purchase or sell the Fund’s shares. ETFs THAT DO NOT TRACK SUCH Authorized Participants who purchase INDICES. or redeem Fund shares on days when Utilities Sector Risk. The utilities the Fund is holding fair-valued securities sector is subject to significant may receive fewer or more shares, or government regulation and oversight. lower or higher redemption proceeds, Deregulation, however, may subject than they would have received had the utility companies to greater competition Fund not fair-valued securities or used a and may reduce their profitability. different valuation methodology. The Companies in the utilities sector may be Fund’s ability to value investments may adversely affected due to increases in be impacted by technological issues or fuel and operating costs, rising costs of errors by pricing services or other third- financing capital construction and the party service providers. cost of complying with regulations, among other factors. S-10
Table of Contents Performance Information The bar chart and table that follow show how the Fund has performed on a calendar year basis and provide an indication of the risks of investing in the Fund. 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. Supplemental information about the Fund’s performance is shown under the heading Total Return Information in the Supplemental Information section of the Prospectus. If BFA had not waived certain Fund fees during certain periods, the Fund’s returns would have been lower. Year-by-Year Returns1 (Years Ended December 31) 30% 21.30% 20.05% 18.68% 20% 15.81% 10% 3.46% 5.57% 0% -2.11% -10% -12.77% -13.67% -12.99% -20% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 1 The Fund’s year-to-date return as of June 30, 2020 was -30.07%. The best calendar quarter return during the periods shown above was 14.67% in the 1st quarter of 2012; the worst was -24.76% in the 3rd quarter of 2011. 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-11
Table of Contents Average Annual Total Returns (for the periods ended December 31, 2019) One Year Five Years Ten Years (Inception Date: 6/16/2009) Return Before Taxes 15.81% 1.97% 3.44% Return After Taxes on Distributions1 15.16% 1.38% 2.87% Return After Taxes on Distributions and Sale of Fund Shares1 9.69% 1.47% 2.74% S&P Emerging Markets Infrastructure IndexTM (Index returns do not reflect deductions for fees, expenses, or taxes) 16.42% 2.25% 3.62% 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-12
Table of Contents Management Tax Information Investment Adviser. BlackRock Fund The Fund intends to make distributions Advisors. that may be taxable to you as ordinary Portfolio Managers. Rachel Aguirre, income or capital gains, unless you are Jennifer Hsui, Alan Mason, Greg Savage investing through a tax-deferred and Amy Whitelaw (the “Portfolio arrangement such as a 401(k) plan or Managers”) are primarily responsible for an IRA, in which case, your distributions the day-to-day management of the generally will be taxed when withdrawn. Fund. Each Portfolio Manager Payments to Broker-Dealers supervises a portfolio management team. Ms. Aguirre, Ms. Hsui, Mr. Mason, and Other Financial Mr. Savage and Ms. Whitelaw have been Intermediaries Portfolio Managers of the Fund since If you purchase shares of the Fund 2018, 2012, 2016, 2009 and 2018, through a broker-dealer or other respectively. financial intermediary (such as a bank), BFA or other related companies may Purchase and Sale of Fund pay the intermediary for marketing Shares activities and presentations, The Fund is an ETF. Individual shares of educational training programs, the Fund may only be bought and sold in conferences, the development of the secondary market through a broker- technology platforms and reporting dealer. Because ETF shares trade at systems or other services related to the market prices rather than at NAV, sale or promotion of the Fund. These shares may trade at a price greater than payments may create a conflict of NAV (a premium) or less than NAV (a interest by influencing the broker-dealer discount). An investor may incur costs or other intermediary and your attributable to the difference between salesperson to recommend the Fund the highest price a buyer is willing to over another investment. Ask your pay to purchase shares of the Fund (bid) salesperson or visit your financial and the lowest price a seller is willing to intermediary’s website for more accept for shares of the Fund (ask) information. when buying or selling shares in the secondary market (the “bid-ask spread”). S-13
Table of Contents [THIS PAGE INTENTIONALLY LEFT BLANK]
Table of Contents 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. Shares of the Fund are listed for trading on The Nasdaq Stock Market LLC (“NASDAQ”). 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. “Tracking error” is the divergence of the Fund’s performance from that of the Underlying Index. BFA expects that, over time, the Fund’s tracking error will not exceed 5%. 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
Table of Contents 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. 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. Asian Economic Risk. Many 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. 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., and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. 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 securities and 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, 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 2
Table of Contents 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. 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 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 or regulatory occurrences affecting those securities and/or other assets than a fund that does not concentrate its investments. 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. 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. Cybersecurity Risk. With the increased use of technologies such as the internet to conduct business, 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 3
Table of Contents 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 portfolio companies to lose value. Unlike many other types of risks faced by the Fund, these risks typically are not covered by insurance. 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). Recently, geopolitical tensions may have increased 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 or inaccurate or incomplete. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents in the future. 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 and 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. Energy Sector Risk. The success of companies in the energy sector may be cyclical and highly dependent on energy prices. The market value of securities issued by companies in the energy sector may decline for the following reasons, among others: changes in the levels and volatility of global energy prices, energy supply and demand, and capital expenditures on exploration and production of energy sources; exchange rates, interest rates, economic conditions, and tax treatment; and energy conservation efforts, 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 4
Table of Contents 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 with less developed regulatory regimes or a history of expropriation, nationalization or other adverse policies. 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, 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 can be significantly affected by the supply of, and demand for, specific products (e.g., oil and natural gas) and services, exploration and production spending, government subsidization, world events and general economic conditions. 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. Equity Securities Risk. The Fund invests in equity securities, which are subject to changes in value that may be attributable to market perception of a particular issuer or to general stock market fluctuations that affect all issuers. Investments in equity securities may be more volatile than investments in other asset classes. The Underlying Index is comprised of common stocks, which generally subject their holders to more risks than preferred stocks and debt securities because common stockholders’ claims are subordinated to those of holders of preferred stocks and debt securities upon the bankruptcy of the issuer. 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. 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 5
Table of Contents 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 may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance in a time of market volatility could mean that constituents that would otherwise be removed at rebalance due to changes in market capitalizations, 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 in order, 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. 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. Infectious Illness Risk. An outbreak of an infectious respiratory illness, COVID-19, caused by a novel coronavirus that was first detected in December 2019 has spread globally. The impact of this outbreak has adversely affected the economies of many 6
You can also read