REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
Pre-Effective Amendment No. | □ |
Post-Effective Amendment No. 38 | ☒ |
INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 39 | ☒ |
Counsel for the Fund: | |
John
A. MacKinnon, Esq.
Sidley Austin LLP 787 Seventh Avenue New York, New York 10019-6018 |
Benjamin
Archibald, Esq.
BlackRock Advisors, LLC 55 East 52nd Street New York, New York 10055 |
► | iShares Russell 2000 Small-Cap Index Fund |
Investor A: MDSKX • Institutional: MASKX |
► | iShares MSCI EAFE International Index Fund |
Investor A: MDIIX • Institutional: MAIIX |
Fund Overview | Key facts and details about the Funds listed in this prospectus, including investment objectives, principal investment strategies, principal risk factors, fee and expense information and historical performance information | |
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Details About the Funds | Information about how each Fund invests, including investment objectives, investment processes, principal strategies and risk factors | |
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Account Information | Information about account services, sales charges and waivers, shareholder transactions, and distribution and other payments | |
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Management of the Funds | Information about BlackRock and the Portfolio Managers | |
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Financial Highlights |
Financial Performance of the
Funds
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General Information |
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Glossary |
Glossary of Investment
Terms
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For More Information |
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Inside Back Cover |
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Back Cover |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 1 |
Investor
A
Shares |
Institutional
Shares |
||
Management Fee 1,2 | 0.01% | 0.01% | ||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||
Other Expenses | 0.19% | 0.17% | ||
Administration Fees | 0.04% | 0.04% | ||
Miscellaneous Other Expenses | 0.15% | 0.13% | ||
Total Annual Fund Operating Expenses | 0.45% | 0.18% | ||
Fee Waivers and/or Expense Reimbursements 2,3 | (0.08)% | (0.06)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 2,3 | 0.37% | 0.12% |
1 | The fees and expenses shown in the table and the example that follows include both the expenses of Russell 2000 Small-Cap Index Fund and Russell 2000 Small-Cap Index Fund’s share of the allocated expenses of Master Small Cap Index Series (the “Series”), a series of Quantitative Master Series LLC (the “Master LLC”). Management fees are paid by the Series. |
2 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 36, BlackRock Advisors, LLC (“BlackRock”) has contractually agreed to waive the management fee with respect to any portion of the Series’ assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Master LLC or by a vote of a majority of the outstanding voting securities of the Series. |
3 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 36, BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Russell 2000 Small-Cap Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.37% (for Investor A Shares) and 0.12% (for Institutional Shares) through April 30, 2019. In addition to the contractual waiver with respect to the Fund, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of the Series (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Series expenses) to 0.07% of average daily net assets through April 30, 2019. These contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or of the Master LLC, as applicable, or by a vote of a majority of the outstanding voting securities of the Fund or the Series, as applicable. |
1 Year | 3 Years | 5 Years | 10 Years | |
Investor A Shares | $38 | $136 | $244 | $559 |
Institutional Shares | $12 | $ 52 | $ 95 | $224 |
■ | Equity Securities Risk — Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the Russell 2000 as closely as possible, it will tend to underperform the index to some degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | Index-Related Risk — There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Index and therefore 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 and/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. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
■ | Small Cap Securities Risk — Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a more limited management group than larger capitalized companies. |
As
of 12/31/17
Average Annual Total Returns |
1 Year | 5 Years | 10 Years |
iShares Russell 2000 Small-Cap Index Fund — Investor A Shares | |||
Return Before Taxes | 14.35% | 13.86% | 8.31% |
Return After Taxes on Distributions | 13.37% | 12.52% | 7.23% |
Return After Taxes on Distributions and Sale of Fund Shares | 8.58% | 10.80% | 6.40% |
iShares Russell 2000 Small-Cap Index Fund — Institutional Shares | |||
Return Before Taxes | 14.55% | 14.14% | 8.57% |
Russell
2000
®
Index
(Reflects no deduction for fees, expenses or taxes) |
14.65% | 14.12% | 8.71% |
Name |
Portfolio
Manager
of the Series Since |
Title |
Alan Mason | 2014 | Managing Director of BlackRock, Inc. |
Greg Savage, CFA | 2012 | Managing Director of BlackRock, Inc. |
Jennifer Hsui, CFA | 2016 | Managing Director of BlackRock, Inc. |
Creighton Jue, CFA | 2016 | Managing Director of BlackRock, Inc. |
Rachel Aguirre | 2016 | Managing Director of BlackRock, Inc. |
Investor A Shares | Institutional Shares | |
Minimum
Initial
Investment |
$1,000
for all accounts except:
• $50, if establishing an Automatic Investment Plan. • There is no investment minimum for employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs). • There is no investment minimum for certain fee-based programs. |
There
is no minimum initial investment for:
• Employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, unaffiliated thrifts and unaffiliated banks and trust companies, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Fund’s distributor to purchase such shares. • Investors of Financial Intermediaries that: (i) charge such investors a fee for advisory, investment consulting, or similar services or (ii) have entered into an agreement with the Fund’s distributor to offer Institutional Shares through a no-load program or investment platform. |
Minimum
Additional
Investment |
$50 for all accounts (with the exception of certain employer-sponsored retirement plans which may have a lower minimum). | No subsequent minimum. |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
Investor
A
Shares |
Institutional
Shares |
||
Management Fee 1 | 0.01% | 0.01% | ||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||
Other Expenses | 0.10% | 0.08% | ||
Total Annual Fund Operating Expenses | 0.36% | 0.09% | ||
Fee Waivers and/or Expense Reimbursements 1,2 | — | — | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 1,2 | 0.36% | 0.09% |
1 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 36, BlackRock Advisors, LLC (“BlackRock”) has contractually agreed to waive the management fee with respect to any portion of the Fund’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the Fund. |
2 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 36, BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of MSCI EAFE International Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.37% for Investor A Shares and 0.12% for Institutional Shares through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the Fund. |
1 Year | 3 Years | 5 Years | 10 Years | |
Investor A Shares | $37 | $116 | $202 | $456 |
Institutional Shares | $ 9 | $ 29 | $ 51 | $115 |
■ | Equity Securities Risk — Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. |
■ | Foreign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include: |
■ | The Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight. |
■ | Changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. |
■ | The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. |
■ | The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. |
■ | Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws. |
■ | Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments. |
■ | The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe. These events may affect the value and liquidity of certain of the Fund’s investments. |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the MSCI EAFE Index as closely as possible, it will tend to underperform the index to some degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | Index-Related Risk — There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Index and therefore 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 and/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. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
As
of 12/31/17
Average Annual Total Returns |
1 Year | 5 Years | 10 Years |
iShares MSCI EAFE International Index Fund — Investor A Shares | |||
Return Before Taxes | 24.84% | 7.12% | 1.39% |
Return After Taxes on Distributions | 24.24% | 6.78% | 0.71% |
Return After Taxes on Distributions and Sale of Fund Shares | 14.64% | 5.67% | 0.85% |
iShares MSCI EAFE International Index Fund — Institutional Shares | |||
Return Before Taxes | 25.24% | 7.41% | 1.66% |
MSCI
EAFE Index (Europe, Australasia, Far East)
(Reflects no deduction for fees, expenses or taxes) |
25.03% | 7.90% | 1.94% |
Name |
Portfolio
Manager
of the Fund Since |
Title |
Alan Mason | 2014 | Managing Director of BlackRock, Inc. |
Greg Savage, CFA | 2012 | Managing Director of BlackRock, Inc. |
Jennifer Hsui, CFA | 2016 | Managing Director of BlackRock, Inc. |
Creighton Jue, CFA | 2016 | Managing Director of BlackRock, Inc. |
Rachel Aguirre | 2016 | Managing Director of BlackRock, Inc. |
Investor A Shares | Institutional Shares | |
Minimum
Initial
Investment |
$1,000
for all accounts except:
• $50, if establishing an Automatic Investment Plan. • There is no investment minimum for employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs). • There is no investment minimum for certain fee-based programs. |
There
is no minimum initial investment for:
• Employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, unaffiliated thrifts and unaffiliated banks and trust companies, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Fund’s distributor to purchase such shares. • Investors of Financial Intermediaries that: (i) charge such investors a fee for advisory, investment consulting, or similar services or (ii) have entered into an agreement with the Fund’s distributor to offer Institutional Shares through a no-load program or investment platform. |
Minimum
Additional
Investment |
$50 for all accounts (with the exception of certain employer-sponsored retirement plans which may have a lower minimum). | No subsequent minimum. |
■ | Borrowing — Each Fund may borrow for temporary or emergency purposes, including to meet redemptions, for the payment of dividends, for share repurchases or for the clearance of transactions, subject to the limits set forth under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | Depositary Receipts — Each Fund may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. Each Fund may invest in unsponsored depositary receipts. |
■ | Derivatives — Each Fund may invest in derivative instruments. Russell 2000 Small-Cap Index Fund may at times invest a significant portion of its assets in futures contracts and other derivatives linked to the performance of the Russell 2000, and MSCI EAFE International Index Fund may at times invest a significant portion of its assets in futures contracts and other derivatives correlated with market indices or countries within the MSCI EAFE Index. Derivatives allow a Fund to increase or decrease its exposure to the companies included in the Russell 2000 (for Russell 2000 Small-Cap Index Fund) and to international stocks (for MSCI EAFE International Index Fund) quickly and at less cost than buying or selling stocks. The Funds will invest in futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Funds may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the target index. The Funds may use derivatives for hedging purposes, including anticipatory hedges, and to seek to enhance returns. |
■ | Illiquid/Restricted Securities — Each Fund may invest up to 15% of its net assets in illiquid securities that it cannot sell within seven days at approximately current value. Each Fund may also invest in restricted securities, which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market and therefore may be considered to be illiquid. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public and may be considered to be liquid securities. |
■ | Investment Companies — Each Fund has the ability to invest in other investment companies, such as exchange-traded funds (“ETFs”), unit investment trusts, and open-end and closed-end funds. Each Fund may invest in affiliated investment companies, including affiliated money market funds and affiliated ETFs. |
■ | “New Issues” (Russell 2000 Small-Cap Index Fund) — The Fund has the ability to invest in “new issues.” “New issues” are initial public offerings (“IPOs”) of equity securities. |
■ | Real Estate Investment Trusts (“REITs”) — Each Fund may invest in REITs. REITs are companies that own interests in real estate or in real estate-related loans or other interests, and have revenue primarily consisting of rent derived from owned, income producing real estate properties and capital gains from the sale of such properties. REITs can generally be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs |
combine the characteristics of both equity REITs and mortgage REITs. REITs are not taxed on income distributed to shareholders provided they comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). |
■ | Repurchase Agreements — Each Fund may enter into certain types of repurchase agreements. Under a repurchase agreement, the seller agrees to repurchase a security at a mutually agreed-upon time and price. |
■ | Securities Lending — Each Fund may lend securities with a value up to 33 1 ⁄ 3 % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral. |
■ | Short-Term Money Market Instruments — Each Fund may invest in short-term money market instruments as cash reserves to maintain liquidity. These instruments may include obligations of the U.S. Government, its agencies or instrumentalities, highly rated bonds or comparable unrated bonds, commercial paper, bank obligations, repurchase agreements and commingled short-term liquidity funds. To the extent a Fund invests in short-term money market instruments, it will generally also invest in futures or other derivatives in order to maintain full exposure to the index at all times. |
■ | When-Issued and Delayed Delivery Securities and Forward Commitments (Russell 2000 Small-Cap Index Fund) — The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction. |
■ | Equity Securities Risk — Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The value of equity securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in declines or if overall market and economic conditions deteriorate. The value of equity securities may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, the value may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment. |
■ | Foreign Securities Risk (MSCI EAFE International Index Fund) — Securities traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that because there may be fewer investors on foreign exchanges and a smaller number of securities traded each day, it may be more difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States. |
Certain Risks of Holding Fund Assets Outside the United States — The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States. | |
Currency Risk — Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. |
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. | |
Foreign Economy Risk — The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. Any of these actions could severely affect securities prices or impair the Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations. | |
Other potential foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing legal judgments in foreign courts and political and social instability. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund’s investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Fund’s investments. | |
Governmental Supervision and Regulation/Accounting Standards — Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as such regulations exist in the United States. They also may not have laws to protect investors that are comparable to U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on material non-public information about that company. In addition, some countries may have legal systems that may make it difficult for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for Fund management to completely and accurately determine a company’s financial condition. | |
Settlement Risk — Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. | |
At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred. | |
European Economic Risk — The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe. These events may affect the value and liquidity of certain of the Fund’s investments. | |
Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, 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 others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, the United Kingdom has voted to withdraw from the European Union, and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. | |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the applicable index as closely as possible, it will tend to underperform the index to some |
degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | 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. BlackRock’s mandate as described in this prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BlackRock. BlackRock 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. Therefore, gains, losses or costs associated with errors of the Index Provider or its agents will generally be borne by 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. Such errors may negatively or positively impact the Fund and its shareholders. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
■ | Small Cap Securities Risk (Russell 2000 Small-Cap Index Fund) — Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel. If a product fails or there are other adverse developments, or if management changes, the Fund’s investment in a small cap company may lose substantial value. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. |
The securities of small cap companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger cap securities or the market as a whole. In addition, small cap securities may be particularly sensitive to changes in interest rates, borrowing costs and earnings. Investing in small cap securities requires a longer term view. |
■ | Borrowing Risk — Borrowing may exaggerate changes in the net asset value 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 cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations. |
■ | Concentration Risk — The Fund reserves the right to concentrate its investments (i.e., invest 25% or more of its total assets in securities of issuers in a particular industry) to approximately the same extent that the Underlying Index concentrates in a particular industry. To the extent the Fund concentrates in a particular industry, it may be more susceptible to economic conditions and risks affecting that industry. |
■ | Depositary Receipts Risk — Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to additional risks associated with the non-uniform terms |
■ | Derivatives Risk — The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including: |
Volatility Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets. | |
Counterparty Risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. | |
Market and Liquidity Risk — Some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, BlackRock may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s derivatives positions to lose value. | |
Valuation Risk — Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives may also expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. | |
Hedging Risk — When a derivative is used as a hedge against a position that the Fund holds, 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. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences noted below. | |
Tax Risk — The federal income tax treatment of a derivative may not be as favorable as a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments. As a result, a larger portion of the Fund’s distributions may be treated as ordinary income rather than capital gains. In addition, certain derivatives are subject to mark-to-market or straddle provisions of the Internal Revenue Code. If such provisions are applicable, there could be an increase (or decrease) in the amount of taxable dividends paid by the Fund. In addition, the tax treatment of certain derivatives, such as swaps, is unsettled and may be subject to future legislation, regulation or administrative pronouncements issued by the Internal Revenue Service (“IRS”). |
Regulatory Risk — Derivative contracts, including, without limitation, swaps, currency forwards and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the United States and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Under the Dodd-Frank Act, certain derivatives are subject to margin requirements and swap dealers are required to collect margin from the Fund with respect to such derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of over-the-counter (“OTC”) swaps with the Fund. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps will be phased-in through 2020. In addition, regulations adopted by prudential regulators that will begin to take effect in 2019 will require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives contracts, terms that delay or restrict the rights of counterparties, such as the Fund, to terminate such contracts, 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. The implementation of these requirements with respect to derivatives, as well as regulations under the Dodd-Frank Act regarding clearing, mandatory trading and margining of other derivatives, may increase the costs and risks to the Fund of trading in these instruments and, as a result, may affect returns to investors in the Fund. |
Future regulatory developments may impact the Fund’s ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which the Fund itself is regulated. BlackRock cannot predict the effects of any new governmental regulation that may be implemented on the ability of the Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect the Fund’s ability to achieve its investment objective. |
Risks Specific to Certain Derivatives Used by the Fund |
■ | Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s expense ratio could be significant. |
■ | Investment in Other Investment Companies Risk — As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. In addition, if the Fund acquires shares of investment companies, including ones affiliated with the Fund, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies (to the extent not offset by BlackRock through waivers to the Fund’s management fees). To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited. |
■ | Leverage Risk — Some transactions may give rise to a form of economic leverage. These transactions may include, among others, derivatives, and may expose the Fund to greater risk and increase its costs. As an open-end investment company registered with the Securities and Exchange Commission (the “SEC”), the Fund is subject to the federal securities laws, including the Investment Company Act of 1940, as amended (the “Investment Company Act”), the rules thereunder, and various SEC and SEC staff interpretive positions. In accordance with these laws, rules and positions, the Fund must “set aside” liquid assets (often referred to as “asset segregation”), or engage in other SEC- or staff-approved measures, to “cover” open positions with respect to certain kinds of instruments. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to |
satisfy its obligations or to meet any required asset segregation requirements. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage. | |
■ | Liquidity Risk — Liquidity risk exists when particular investments are difficult to purchase or sell. The Fund’s investments in illiquid securities may reduce the returns of the Fund because it may be difficult to sell the illiquid securities at an advantageous time or price. To the extent that the Fund’s principal investment strategies involve derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk. Liquid investments may become illiquid after purchase by the Fund, particularly during periods of market turmoil. Illiquid investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemption requests or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on illiquid investments, may be subject to purchase and sale restrictions. |
■ | “New Issues” Risk (Russell 2000 Small-Cap Index Fund) — “New issues” are IPOs of equity securities. Investments in companies that have recently gone public have the potential to produce substantial gains for the Fund. However, there is no assurance that the Fund will have access to profitable IPOs and therefore investors should not rely on these past gains as an indication of future performance. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as the Fund increases in size, the impact of IPOs on the Fund’s performance will generally decrease. Securities issued in IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile or may decline shortly after the IPO. When an IPO is brought to the market, availability may be limited and the Fund may not be able to buy any shares at the offering price, or, if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. |
■ | Passive Investment Risk — Because BlackRock does not select individual companies in the index that the Fund tracks, the Fund may hold securities of companies that present risks that an investment adviser researching individual securities might seek to avoid. |
■ | REIT Investment Risk — In addition to the risks facing real estate-related securities, such as a decline in property values due to increasing vacancies, a decline in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities of real estate companies due to a failure of borrowers to pay their loans or poor management, investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities. In addition, recently enacted tax legislation permits a direct REIT shareholder to claim a 20% “qualified business income” deduction for ordinary REIT dividends, but does not permit a regulated investment company to pass through to its shareholders the special character of this income. Ordinary REIT dividends received by the Fund and distributed to the Fund’s shareholders also will generally not constitute “qualified dividend income.“ Therefore, the tax rate applicable to that portion of the dividend income attributable to ordinary REIT dividends received by the Fund will be taxed at a higher rate than dividends eligible for special treatment. |
■ | Repurchase Agreements Risk — If the other party to a repurchase agreement defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security and the market value of the security declines, the Fund may lose money. |
■ | Securities Lending Risk — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund. |
■ | Short Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short. The Fund will realize a gain if the security declines in price between those dates. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar funds that do not make short sales in securities they do not own. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund’s gain is limited to the amount at which it sold a security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold. The Fund may also pay transaction costs and borrowing fees in connection with short sales. |
■ | Valuation Risk — The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities 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 the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but may be held or transactions may be conducted in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers. | |
■ | When-Issued and Delayed Delivery Securities and Forward Commitments Risk (Russell 2000 Small-Cap Index Fund) — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price. |
Investor A Shares | Institutional Shares | |
Availability | Generally available through Financial Intermediaries. |
Limited
to certain investors, including:
|
Investor A Shares | Institutional Shares | |
Minimum Investment |
$1,000
for all accounts except:
• $50, if establishing an Automatic Investment Plan (“AIP”). • There is no investment minimum for employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs). • There is no investment minimum for certain fee-based programs. |
There
is no investment minimum for:
• Employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, unaffiliated thrifts and unaffiliated banks and trust companies. • Employees, officers and directors/trustees of BlackRock or its affiliates and immediate family members of such persons, if they open an account directly with BlackRock. • Investors of Financial Intermediaries that: (i) charge such investors a fee for advisory, investment consulting, or similar services or (ii) have entered into an agreement with the Distributor to offer Institutional Shares through a no-load program or investment platform. |
Initial Sales Charge? | No. Entire purchase price is invested in shares of the Fund. | No. Entire purchase price is invested in shares of the Fund. |
Deferred Sales Charge? | No. | No. |
Distribution
and Service
(12b-1) Fees? |
No
Distribution Fee.
0.25% Annual Service Fee. |
No. |
Redemption Fees? | No. | No. |
Conversion to Investor A Shares? | N/A | No. |
Advantage | Generally available. | No annual service fee. |
Disadvantage | Annual service fee. | Limited availability. |
1 | Please see “Details About the Share Classes” for more information about each share class. |
■ | Individuals and “Institutional Investors” with a minimum initial investment of $2 million who may purchase shares of a Fund through a Financial Intermediary that has entered into an agreement with the Distributor to purchase such shares; |
■ | Investors of Financial Intermediaries that: (i) charge such investors a fee for advisory, investment consulting, or similar services or (ii) have entered into an agreement with the Distributor to offer Institutional Shares through a no-load program or investment platform, in each case, with no minimum initial investment; |
■ | Clients investing through Financial Intermediaries that have entered into an agreement with the Distributor to offer such shares on a platform that charges a transaction based sales commission outside of the Fund, with a minimum initial investment of $1,000; |
■ | Employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs or SARSEPs), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, unaffiliated thrifts and unaffiliated banks and trust companies, each of which is not subject to any minimum initial investment and may purchase shares of a Fund through a Financial Intermediary that has entered into an agreement with the Distributor to purchase such shares; |
■ | Trust department clients of PNC Bank and Bank of America, N.A. and their affiliates for whom they (i) act in a fiduciary capacity (excluding participant directed employee benefit plans); (ii) otherwise have investment discretion; or (iii) act as custodian for at least $2 million in assets, who are not subject to any minimum initial investment; |
■ | Holders of certain Bank of America Corporation (“BofA Corp”) sponsored unit investment trusts (“UITs”) who reinvest dividends received from such UITs in shares of a Fund, who are not subject to any minimum initial investment; and |
■ | Employees, officers and directors/trustees of BlackRock, Inc., mutual funds sponsored and advised by BlackRock or its affiliates (“BlackRock Funds”), BofA Corp., PNC, Barclays PLC or their respective affiliates and immediate family members of such persons, if they open an account directly with BlackRock, who are not subject to any minimum initial investment. |
■ | Answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions or repurchases of shares may be effected and certain other matters pertaining to the customers’ investments; |
■ | Assisting customers in designating and changing dividend options, account designations and addresses; and |
■ | Providing other similar shareholder liaison services. |
Your Choices | Important Information for You to Know | |
Add to Your Investment (continued) | Or contact BlackRock (for accounts held directly with BlackRock) (continued) |
information.
The Fund limits Internet purchases in shares of the Fund to $25,000 per trade. Different maximums may apply to certain institutional investors.
|
Acquire
additional shares
by reinvesting dividends and capital gains |
All dividends and capital gains distributions are automatically reinvested without a sales charge. To make any changes to your dividend and/or capital gains distributions options, please call (800) 441-7762 or contact your Financial Intermediary (if your account is not held directly with BlackRock). | |
Participate in the Automatic Investment Plan (“AIP”) |
BlackRock’s
AIP allows you to invest a specific amount on a periodic basis from your checking or savings account into your investment account.
|
|
How to Pay for Shares | Making payment for purchases |
Payment
for an order must be made in Federal funds or other immediately available funds by the time specified by your Financial Intermediary, but in no event later than 4:00 p.m. (Eastern time) on the first business day following BlackRock’s receipt
of the order. If payment is not received by this time, the order will be canceled and you and your Financial Intermediary will be responsible for any loss to the Fund.
|
Your Choices | Important Information for You to Know | |
Full or Partial Redemption of Shares | Have your Financial Intermediary submit your sales order |
You
can make redemption requests through your Financial Intermediary. Shareholders should indicate whether they are redeeming Investor A or Institutional Shares. The price of your shares is based on the next calculation of the Fund’s net asset
value after your order is placed. For your redemption request to be priced at the net asset value on the day of your request, you must submit your request to your Financial Intermediary prior to that day’s close of business on the NYSE
(generally 4:00 p.m. Eastern time). Certain Financial Intermediaries, however, may require submission of orders prior to that time. Any redemption request placed after that time will be priced at the net asset value at the close of business on the
next business day.
|
Selling shares held directly with BlackRock |
Methods
of Redeeming
|
Your Choices | Important Information for You to Know | |
Full or Partial Redemption of Shares (continued) | Selling shares held directly with BlackRock (continued) |
(ii)
$250,000 for payments through ACH or wire transfer. Certain redemption requests, such as those in excess of these amounts, must be in writing with a medallion signature guarantee. For Institutional Shares, certain redemption requests may require
written instructions with a medallion signature guarantee. Call (800) 441-7762 for details.
|
Your Choices | Important Information for You to Know | |
Full or Partial Redemption of Shares (continued) | Selling shares held directly with BlackRock (continued) |
or
uncashed for more than 6 months, your cash election may also be changed automatically to reinvest and your future dividend and capital gains distributions will be reinvested in the Fund at the net asset value as of the date of payment of the
distribution.
***
If you make a redemption request before the Fund has collected payment for the purchase of shares, the Fund may delay mailing your proceeds. This delay will usually not exceed ten days. |
Redemption Proceeds |
Under
normal circumstances, a Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio or by selling portfolio assets to generate cash. During periods of stressed market conditions, when a significant portion of the
Fund’s portfolio may be comprised of less-liquid investments, the Fund may be more likely to limit cash redemptions and may determine to pay redemption proceeds by (i) borrowing under a line of credit it has entered into with a group of
lenders, (ii) borrowing from another BlackRock Fund pursuant to an interfund lending program, to the extent permitted by the Fund’s investment policies and restrictions as set forth in the SAI, and/or (iii) transferring portfolio securities
in-kind to you. The SAI includes more information about the Fund’s line of credit and interfund lending program, to the extent applicable.
|
Your Choices | Important Information for You to Know | |
Redemption Proceeds (continued) | (continued) | If the Fund pays redemption proceeds by transferring portfolio securities in-kind to you, you may pay transaction costs to dispose of the securities, and you may receive less for them than the price at which they were valued for purposes of redemption. |
Your Choices | Important Information for You to Know | |
Exchange Privilege | Selling shares of one BlackRock Fund to purchase shares of another BlackRock Fund (“exchanging”) |
Investor
or Institutional Shares of the Fund are generally exchangeable for shares of the same class of another BlackRock Fund. You can exchange $1,000 or more of Investor Shares from one fund into the same class of another fund which offers that class of
shares (you can exchange less than $1,000 of Investor Shares if you already have an account in the fund into which you are exchanging). Investors who currently own Institutional Shares of the Fund may make exchanges into Institutional Shares of
other BlackRock Funds except for investors holding shares through certain client accounts at Financial Intermediaries that are omnibus with the Fund and do not meet applicable minimums.
Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the future. The Fund may suspend or terminate your exchange privilege at any time for any reason, including if the Fund believes, in its sole discretion, that you are engaging in market timing activities. See “Short-Term Trading Policy” below. For U.S. federal income tax purposes a share exchange is a taxable event and a capital gain or loss may be realized. |
Transfer Shares to Another Financial Intermediary | Transfer to a participating Financial Intermediary |
You
may transfer your shares of the Fund only to another Financial Intermediary that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. All future trading of these assets
must be coordinated by the receiving firm.
|
Your Choices | Important Information for You to Know | |
Transfer Shares to Another Financial Intermediary (continued) | Transfer to a participating Financial Intermediary (continued) | If your account is held directly with BlackRock, you may call (800) 441-7762 with any questions; otherwise please contact your Financial Intermediary to accomplish the transfer of shares. |
Transfer to a non-participating Financial Intermediary |
You
must either:
• Transfer your shares to an account with the Fund; or • Sell your shares. |
Systematic Withdrawal Plan (“SWP”) (continued) | This feature can be used by investors who want to receive regular distributions from their accounts. (continued) |
redeems
shares through the SWP, that investor may lose money because of any applicable sales charge.
|
■ | Suspend the right of redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act; |
■ | Postpone the date of payment upon redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares; |
■ | Redeem shares for property other than cash as may be permitted under the Investment Company Act; and |
■ | Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level. |
Contractual
Cap
1
on Total
Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) |
|
Master Small Cap Index Series | 0.07% |
1 | The contractual cap is in effect through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Master LLC or by a vote of a majority of the outstanding voting securities of the Series. |
2 | As a percentage of average daily net assets. |
Contractual
Caps
1
on
Total Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) |
|
Fund | |
Russell 2000 Small-Cap Index Fund | |
Investor A Shares | 0.37% |
Institutional Shares | 0.12% |
MSCI EAFE International Index Fund | |
Investor A Shares | 0.37% |
Institutional Shares | 0.12% |
1 | The contractual caps are in effect through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the applicable Fund. |
2 | As a percentage of average daily net assets. |
Portfolio Manager | Primary Role | Since | Title and Recent Biography |
Alan Mason | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2014 | Managing Director of BlackRock, Inc. since 2009; Managing Director of Barclays Global Investors (“BGI”) from 2008 to 2009; Principal of BGI from 1996 to 2008. |
Greg Savage, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2012 | Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. in 2009; Principal of BGI from 2007 to 2009; Associate of BGI from 1999 to 2007. |
Jennifer Hsui, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2011; Director of BlackRock, Inc. from 2009 to 2011; Principal of BGI from 2006 to 2009. |
Creighton Jue, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2011; Director of BlackRock, Inc. from 2009 to 2011; Principal of BGI from 2000 to 2009. |
Rachel Aguirre | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2012 to 2017; Vice President of BlackRock, Inc. from 2009 to 2011; Principal and Portfolio Manager of BGI from 2005 to 2009. |
Institutional | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 17.76 | $ 15.32 | $ 16.60 | $ 17.51 | $ 12.99 |
Net investment income (a) | 0.25 | 0.23 | 0.24 | 0.20 | 0.22 |
Net realized and unrealized gain (loss) | 2.34 | 3.03 | (0.97) | 0.56 | 4.83 |
Net increase (decrease) from investment operations | 2.59 | 3.26 | (0.73) | 0.76 | 5.05 |
Distributions: (b) | |||||
From net investment income | (0.21) | (0.22) | (0.14) | (0.26) | (0.19) |
From net realized gain | (0.42) | (0.60) | (0.41) | (1.41) | (0.34) |
Total distributions | (0.63) | (0.82) | (0.55) | (1.67) | (0.53) |
Net asset value, end of year | $ 19.72 | $ 17.76 | $ 15.32 | $ 16.60 | $ 17.51 |
Total Return (c) | |||||
Based on net asset value | 14.55% | 21.33% | (4.43)% | 4.81% | 39.14% |
Ratios to Average Net Assets (d)(e) | |||||
Total expenses | 0.18% | 0.19% (f) | 0.22% | 0.35% | 0.51% |
Total expenses after fees waived and/or reimbursed | 0.11% | 0.14% (f) | 0.16% | 0.23% | 0.29% |
Net investment income | 1.36% | 1.44% (f) | 1.47% | 1.17% | 1.45% |
Supplemental Data | |||||
Net assets, end of year (000) | $167,351 | $229,491 | $148,148 | $46,988 | $60,707 |
Portfolio turnover rate of the Series | 30% | 39% | 37% | 21% | 22% |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of the Series’ allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of the Series’ allocated fees waived of less than 0.01%. |
(f) | Excludes expenses incurred indirectly of 0.01% as a result of the Series’ investments in underlying funds. |
Investor A | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 17.78 | $ 15.34 | $ 16.61 | $ 17.52 | $ 13.01 |
Net investment income (a) | 0.21 | 0.18 | 0.18 | 0.16 | 0.19 |
Net realized and unrealized gain (loss) | 2.34 | 3.03 | (0.95) | 0.56 | 4.82 |
Net increase (decrease) from investment operations | 2.55 | 3.21 | (0.77) | 0.72 | 5.01 |
Distributions: (b) | |||||
From net investment income | (0.17) | (0.17) | (0.09) | (0.22) | (0.16) |
From net realized gain | (0.42) | (0.60) | (0.41) | (1.41) | (0.34) |
Total distributions | (0.59) | (0.77) | (0.50) | (1.63) | (0.50) |
Net asset value, end of year | $ 19.74 | $ 17.78 | $ 15.34 | $ 16.61 | $ 17.52 |
Total Return (c) | |||||
Based on net asset value | 14.35% | 21.04% | (4.66)% | 4.54% | 38.72% |
Ratios to Average Net Assets (d)(e) | |||||
Total expenses | 0.45% | 0.49% (f) | 0.53% | 0.63% | 0.77% |
Total expenses after fees waived and/or reimbursed | 0.37% | 0.41% (f) | 0.43% | 0.48% | 0.55% |
Net investment income | 1.13% | 1.14% (f) | 1.09% | 0.95% | 1.20% |
Supplemental Data | |||||
Net assets, end of year (000) | $249,980 | $116,722 | $87,930 | $83,859 | $83,118 |
Portfolio turnover rate of the Series | 30% | 39% | 37% | 21% | 22% |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of the Series’ allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of the Series’ allocated fees waived of less than 0.01%. |
(f) | Excludes expenses incurred indirectly of 0.01% as a result of the Series’ investments in underlying funds. |
Institutional | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 11.60 | $ 11.81 | $ 12.21 | $ 13.11 | $ 11.06 |
Net investment income (a) | 0.39 | 0.28 | 0.34 | 0.24 | 0.32 |
Net realized and unrealized gain (loss) | 2.53 | (0.16) | (0.46) | (1.04) | 2.04 |
Net increase (decrease) from investment operations | 2.92 | 0.12 | (0.12) | (0.80) | 2.36 |
Distributions from net investment income (b) | (0.34) | (0.33) | (0.28) | (0.10) | (0.31) |
Net asset value, end of year | $ 14.18 | $ 11.60 | $ 11.81 | $ 12.21 | $ 13.11 |
Total Return (c) | |||||
Based on net asset value | 25.24% | 0.99% | (0.91)% | (6.13)% | 21.52% |
Ratios to Average Net Assets | |||||
Total expenses | 0.09% | 0.15% (d)(e) | 0.12% (d)(e) | 0.16% (d)(e) | 0.40% (d)(e) |
Total expenses after fees waived and/or reimbursed and/or paid indirectly | 0.09% | 0.11% (d)(e) | 0.09% (d)(e) | 0.11% (d)(e) | 0.35% (d)(e) |
Net investment income | 2.92% | 2.44% (d)(e) | 2.68% (d)(e) | 1.91% (d)(e) | 2.64% (d)(e) |
Supplemental Data | |||||
Net assets, end of year (000) | $705,986 | $649,763 | $2,702,936 | $1,764,794 | $71,826 |
Portfolio turnover rate | 23% | 42% (f) | 9% (g) | 6% (g) | 8% (g) |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of Master International Index’s allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of Master International Index’s allocated fees waived of less than 0.01%. |
(f) | Portfolio turnover rate includes transactions from Master International Index prior to August 1, 2016. |
(g) | Portfolio turnover rate of Master International Index. |
Investor A | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 11.54 | $ 11.75 | $ 12.12 | $ 13.02 | $ 10.99 |
Net investment income (a) | 0.34 | 0.32 | 0.32 | 0.41 | 0.29 |
Net realized and unrealized gain (loss) | 2.52 | (0.23) | (0.46) | (1.25) | 2.02 |
Net increase (decrease) from investment operations | 2.86 | 0.09 | (0.14) | (0.84) | 2.31 |
Distributions from net investment income (b) | (0.31) | (0.30) | (0.23) | (0.06) | (0.28) |
Net asset value, end of year | $ 14.09 | $ 11.54 | $ 11.75 | $ 12.12 | $ 13.02 |
Total Return (c) | |||||
Based on net asset value | 24.84% | 0.78% | (1.14)% | (6.45)% | 21.20% |
Ratios to Average Net Assets | |||||
Total expenses | 0.36% | 0.38% (d)(e) | 0.42% (d)(e) | 0.52% (d)(e) | 0.69% (d)(e) |
Total expenses after fees waived and/or reimbursed and/or paid indirectly | 0.35% | 0.37% (d)(e) | 0.37% (d)(e) | 0.43% (d)(e) | 0.60% (d)(e) |
Net investment income | 2.60% | 2.78% (d)(e) | 2.54% (d)(e) | 3.13% (d)(e) | 2.41% (d)(e) |
Supplemental Data | |||||
Net assets, end of year (000) | $373,846 | $238,053 | $168,008 | $332,475 | $308,624 |
Portfolio turnover rate | 23% | 42% (f) | 9% (g) | 6% (g) | 8% (g) |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of Master International Index’s allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of Master International Index’s allocated fees waived of less than 0.01%. |
(f) | Portfolio turnover rate includes transactions from Master International Index prior to August 1, 2016. |
(g) | Portfolio turnover rate of Master International Index. |
■ | Access the BlackRock website at http://www.blackrock.com/edelivery; and |
■ | Log into your account. |
► | iShares Russell 2000 Small-Cap Index Fund |
Class K: BDBKX |
► | iShares MSCI EAFE International Index Fund |
Class K: BTMKX |
Fund Overview | Key facts and details about the Funds listed in this prospectus, including investment objectives, principal investment strategies, principal risk factors, fee and expense information and historical performance information | |
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Details About the Funds | Information about how each Fund invests, including investment objectives, investment processes, principal strategies and risk factors | |
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Account Information | Information about account services, sales charges and waivers, shareholder transactions, and distribution and other payments | |
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Management of the Funds | Information about BlackRock and the Portfolio Managers | |
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Financial Highlights |
Financial Performance of the
Funds
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General Information |
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Glossary |
Glossary of Investment
Terms
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For More Information |
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Inside Back Cover |
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Back Cover |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 1 |
Class
K
Shares |
|
Management Fee 1,2 | 0.01% | |
Distribution and/or Service (12b-1) Fees | None | |
Other Expenses | 0.13% | |
Administration Fees | 0.04% | |
Miscellaneous Other Expenses | 0.09% | |
Total Annual Fund Operating Expenses | 0.14% | |
Fee Waivers and/or Expense Reimbursements 2,3 | (0.07)% | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 2,3 | 0.07% |
1 | The fees and expenses shown in the table and the example that follows include both the expenses of Russell 2000 Small-Cap Index Fund and Russell 2000 Small-Cap Index Fund’s share of the allocated expenses of Master Small Cap Index Series (the “Series”), a series of Quantitative Master Series LLC (the “Master LLC”). Management fees are paid by the Series. |
2 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 30, BlackRock Advisors, LLC (“BlackRock”) has contractually agreed to waive the management fee with respect to any portion of the Series’ assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Master LLC or by a vote of a majority of the outstanding voting securities of the Series. |
3 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 30, BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Russell 2000 Small-Cap Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.07% (for Class K Shares) through April 30, 2019. In addition to the contractual waiver with respect to the Fund, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of the Series (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Series expenses) to 0.07% of average daily net assets through April 30, 2019. These contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or of the Master LLC, as applicable, or by a vote of a majority of the outstanding voting securities of the Fund or the Series, as applicable. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class K Shares | $7 | $38 | $72 | $172 |
■ | Equity Securities Risk — Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the Russell 2000 as closely as possible, it will tend to underperform the index to some degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | Index-Related Risk — There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Index and therefore 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 and/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. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
■ | Small Cap Securities Risk — Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a more limited management group than larger capitalized companies. |
As
of 12/31/17
Average Annual Total Returns |
1 Year | 5 Years | 10 Years |
iShares Russell 2000 Small-Cap Index Fund — Class K Shares | |||
Return Before Taxes | 14.69% | 14.19% | 8.62% |
Return After Taxes on Distributions | 13.63% | 12.76% | 7.44% |
Return After Taxes on Distributions and Sale of Fund Shares | 8.80% | 11.04% | 6.61% |
Russell
2000
®
Index
(Reflects no deduction for fees, expenses or taxes) |
14.65% | 14.12% | 8.71% |
Name |
Portfolio
Manager
of the Series Since |
Title |
Alan Mason | 2014 | Managing Director of BlackRock, Inc. |
Greg Savage, CFA | 2012 | Managing Director of BlackRock, Inc. |
Jennifer Hsui, CFA | 2016 | Managing Director of BlackRock, Inc. |
Creighton Jue, CFA | 2016 | Managing Director of BlackRock, Inc. |
Rachel Aguirre | 2016 | Managing Director of BlackRock, Inc. |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
Class
K
Shares |
|
Management Fee 1 | 0.01% | |
Distribution and/or Service (12b-1) Fees | None | |
Other Expenses | 0.05% | |
Total Annual Fund Operating Expenses | 0.06% | |
Fee Waivers and/or Expense Reimbursements 1,2 | — | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 1,2 | 0.06% |
1 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 30, BlackRock Advisors, LLC (“BlackRock”) has contractually agreed to waive the management fee with respect to any portion of the Fund’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the Fund. |
2 | As described in the “Management of the Funds” section of the Fund’s prospectus beginning on page 30, BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of MSCI EAFE International Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.07% for Class K Shares, through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the Fund. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class K Shares | $6 | $19 | $34 | $77 |
■ | Equity Securities Risk — Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. |
■ | Foreign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include: |
■ | The Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight. |
■ | Changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. |
■ | The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. |
■ | The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. |
■ | Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws. |
■ | Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments. |
■ | The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe. These events may affect the value and liquidity of certain of the Fund’s investments. |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the MSCI EAFE Index as closely as possible, it will tend to underperform the index to some degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | Index-Related Risk — There is no guarantee that the Fund will achieve a high degree of correlation to the Underlying Index and therefore 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 and/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. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
As
of 12/31/17
Average Annual Total Returns |
1 Year | 5 Years | 10 Years |
iShares MSCI EAFE International Index Fund — Class K Shares | |||
Return Before Taxes | 25.17% | 7.44% | 1.68% |
Return After Taxes on Distributions | 24.49% | 7.02% | 0.92% |
Return After Taxes on Distributions and Sale of Fund Shares | 14.87% | 5.92% | 1.05% |
MSCI
EAFE Index (Europe, Australasia, Far East)
(Reflects no deduction for fees, expenses or taxes) |
25.03% | 7.90% | 1.94% |
Name |
Portfolio
Manager
of the Fund Since |
Title |
Alan Mason | 2014 | Managing Director of BlackRock, Inc. |
Greg Savage, CFA | 2012 | Managing Director of BlackRock, Inc. |
Jennifer Hsui, CFA | 2016 | Managing Director of BlackRock, Inc. |
Creighton Jue, CFA | 2016 | Managing Director of BlackRock, Inc. |
Rachel Aguirre | 2016 | Managing Director of BlackRock, Inc. |
■ | Borrowing — Each Fund may borrow for temporary or emergency purposes, including to meet redemptions, for the payment of dividends, for share repurchases or for the clearance of transactions, subject to the limits set forth under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | Depositary Receipts — Each Fund may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. Each Fund may invest in unsponsored depositary receipts. |
■ | Derivatives — Each Fund may invest in derivative instruments. Russell 2000 Small-Cap Index Fund may at times invest a significant portion of its assets in futures contracts and other derivatives linked to the performance of the Russell 2000, and MSCI EAFE International Index Fund may at times invest a significant portion of its assets in futures contracts and other derivatives correlated with market indices or countries within the MSCI EAFE Index. Derivatives allow a Fund to increase or decrease its exposure to the companies included in the Russell 2000 (for Russell 2000 Small-Cap Index Fund) and to international stocks (for MSCI EAFE International Index Fund) quickly and at less cost than buying or selling stocks. The Funds will invest in futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Funds may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the target index. The Funds may use derivatives for hedging purposes, including anticipatory hedges, and to seek to enhance returns. |
■ | Illiquid/Restricted Securities — Each Fund may invest up to 15% of its net assets in illiquid securities that it cannot sell within seven days at approximately current value. Each Fund may also invest in restricted securities, which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market and therefore may be considered to be illiquid. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public and may be considered to be liquid securities. |
■ | Investment Companies — Each Fund has the ability to invest in other investment companies, such as exchange-traded funds (“ETFs”), unit investment trusts, and open-end and closed-end funds. Each Fund may invest in affiliated investment companies, including affiliated money market funds and affiliated ETFs. |
■ | “New Issues” (Russell 2000 Small-Cap Index Fund) — The Fund has the ability to invest in “new issues.” “New issues” are initial public offerings (“IPOs”) of equity securities. |
■ | Real Estate Investment Trusts (“REITs”) — Each Fund may invest in REITs. REITs are companies that own interests in real estate or in real estate-related loans or other interests, and have revenue primarily consisting of rent derived from owned, income producing real estate properties and capital gains from the sale of such properties. REITs can generally be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs |
combine the characteristics of both equity REITs and mortgage REITs. REITs are not taxed on income distributed to shareholders provided they comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). |
■ | Repurchase Agreements — Each Fund may enter into certain types of repurchase agreements. Under a repurchase agreement, the seller agrees to repurchase a security at a mutually agreed-upon time and price. |
■ | Securities Lending — Each Fund may lend securities with a value up to 33 1 ⁄ 3 % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral. |
■ | Short-Term Money Market Instruments — Each Fund may invest in short-term money market instruments as cash reserves to maintain liquidity. These instruments may include obligations of the U.S. Government, its agencies or instrumentalities, highly rated bonds or comparable unrated bonds, commercial paper, bank obligations, repurchase agreements and commingled short-term liquidity funds. To the extent a Fund invests in short-term money market instruments, it will generally also invest in futures or other derivatives in order to maintain full exposure to the index at all times. |
■ | When-Issued and Delayed Delivery Securities and Forward Commitments (Russell 2000 Small-Cap Index Fund) — The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction. |
■ | Equity Securities Risk — Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The value of equity securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in declines or if overall market and economic conditions deteriorate. The value of equity securities may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, the value may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment. |
■ | Foreign Securities Risk (MSCI EAFE International Index Fund) — Securities traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that because there may be fewer investors on foreign exchanges and a smaller number of securities traded each day, it may be more difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States. |
Certain Risks of Holding Fund Assets Outside the United States — The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States. | |
Currency Risk — Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. |
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. | |
Foreign Economy Risk — The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. Any of these actions could severely affect securities prices or impair the Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations. | |
Other potential foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing legal judgments in foreign courts and political and social instability. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund’s investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Fund’s investments. | |
Governmental Supervision and Regulation/Accounting Standards — Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as such regulations exist in the United States. They also may not have laws to protect investors that are comparable to U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on material non-public information about that company. In addition, some countries may have legal systems that may make it difficult for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for Fund management to completely and accurately determine a company’s financial condition. | |
Settlement Risk — Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. | |
At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred. | |
European Economic Risk — The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe. These events may affect the value and liquidity of certain of the Fund’s investments. | |
Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, 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 others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, the United Kingdom has voted to withdraw from the European Union, and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. | |
■ | Index Fund Risk — An index fund has operating and other expenses while an index does not. As a result, while the Fund will attempt to track the applicable index as closely as possible, it will tend to underperform the index to some |
degree over time. If an index fund is properly correlated to its stated index, the fund will perform poorly when the index performs poorly. |
■ | 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. BlackRock’s mandate as described in this prospectus is to manage the Fund consistently with the Underlying Index provided by the Index Provider to BlackRock. BlackRock 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. Therefore, gains, losses or costs associated with errors of the Index Provider or its agents will generally be borne by 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. Such errors may negatively or positively impact the Fund and its shareholders. |
■ | Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. |
■ | Small Cap Securities Risk (Russell 2000 Small-Cap Index Fund) — Small cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel. If a product fails or there are other adverse developments, or if management changes, the Fund’s investment in a small cap company may lose substantial value. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. |
The securities of small cap companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger cap securities or the market as a whole. In addition, small cap securities may be particularly sensitive to changes in interest rates, borrowing costs and earnings. Investing in small cap securities requires a longer term view. |
■ | Borrowing Risk — Borrowing may exaggerate changes in the net asset value 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 cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations. |
■ | Concentration Risk — The Fund reserves the right to concentrate its investments (i.e., invest 25% or more of its total assets in securities of issuers in a particular industry) to approximately the same extent that the Underlying Index concentrates in a particular industry. To the extent the Fund concentrates in a particular industry, it may be more susceptible to economic conditions and risks affecting that industry. |
■ | Depositary Receipts Risk — Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to additional risks associated with the non-uniform terms |
■ | Derivatives Risk — The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including: |
Volatility Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets. | |
Counterparty Risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. | |
Market and Liquidity Risk — Some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, BlackRock may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s derivatives positions to lose value. | |
Valuation Risk — Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives may also expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. | |
Hedging Risk — When a derivative is used as a hedge against a position that the Fund holds, 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. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences noted below. | |
Tax Risk — The federal income tax treatment of a derivative may not be as favorable as a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments. As a result, a larger portion of the Fund’s distributions may be treated as ordinary income rather than capital gains. In addition, certain derivatives are subject to mark-to-market or straddle provisions of the Internal Revenue Code. If such provisions are applicable, there could be an increase (or decrease) in the amount of taxable dividends paid by the Fund. In addition, the tax treatment of certain derivatives, such as swaps, is unsettled and may be subject to future legislation, regulation or administrative pronouncements issued by the Internal Revenue Service (“IRS”). |
Regulatory Risk — Derivative contracts, including, without limitation, swaps, currency forwards and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the United States and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Under the Dodd-Frank Act, certain derivatives are subject to margin requirements and swap dealers are required to collect margin from the Fund with respect to such derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of over-the-counter (“OTC”) swaps with the Fund. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps will be phased-in through 2020. In addition, regulations adopted by prudential regulators that will begin to take effect in 2019 will require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives contracts, terms that delay or restrict the rights of counterparties, such as the Fund, to terminate such contracts, 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. The implementation of these requirements with respect to derivatives, as well as regulations under the Dodd-Frank Act regarding clearing, mandatory trading and margining of other derivatives, may increase the costs and risks to the Fund of trading in these instruments and, as a result, may affect returns to investors in the Fund. |
Future regulatory developments may impact the Fund’s ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which the Fund itself is regulated. BlackRock cannot predict the effects of any new governmental regulation that may be implemented on the ability of the Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect the Fund’s ability to achieve its investment objective. |
Risks Specific to Certain Derivatives Used by the Fund |
■ | Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s expense ratio could be significant. |
■ | Investment in Other Investment Companies Risk — As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. In addition, if the Fund acquires shares of investment companies, including ones affiliated with the Fund, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies (to the extent not offset by BlackRock through waivers to the Fund’s management fees). To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited. |
■ | Leverage Risk — Some transactions may give rise to a form of economic leverage. These transactions may include, among others, derivatives, and may expose the Fund to greater risk and increase its costs. As an open-end investment company registered with the Securities and Exchange Commission (the “SEC”), the Fund is subject to the federal securities laws, including the Investment Company Act of 1940, as amended (the “Investment Company Act”), the rules thereunder, and various SEC and SEC staff interpretive positions. In accordance with these laws, rules and positions, the Fund must “set aside” liquid assets (often referred to as “asset segregation”), or engage in other SEC- or staff-approved measures, to “cover” open positions with respect to certain kinds of instruments. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to |
satisfy its obligations or to meet any required asset segregation requirements. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage. | |
■ | Liquidity Risk — Liquidity risk exists when particular investments are difficult to purchase or sell. The Fund’s investments in illiquid securities may reduce the returns of the Fund because it may be difficult to sell the illiquid securities at an advantageous time or price. To the extent that the Fund’s principal investment strategies involve derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk. Liquid investments may become illiquid after purchase by the Fund, particularly during periods of market turmoil. Illiquid investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemption requests or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on illiquid investments, may be subject to purchase and sale restrictions. |
■ | “New Issues” Risk (Russell 2000 Small-Cap Index Fund) — “New issues” are IPOs of equity securities. Investments in companies that have recently gone public have the potential to produce substantial gains for the Fund. However, there is no assurance that the Fund will have access to profitable IPOs and therefore investors should not rely on these past gains as an indication of future performance. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as the Fund increases in size, the impact of IPOs on the Fund’s performance will generally decrease. Securities issued in IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile or may decline shortly after the IPO. When an IPO is brought to the market, availability may be limited and the Fund may not be able to buy any shares at the offering price, or, if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. |
■ | Passive Investment Risk — Because BlackRock does not select individual companies in the index that the Fund tracks, the Fund may hold securities of companies that present risks that an investment adviser researching individual securities might seek to avoid. |
■ | REIT Investment Risk — In addition to the risks facing real estate-related securities, such as a decline in property values due to increasing vacancies, a decline in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities of real estate companies due to a failure of borrowers to pay their loans or poor management, investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities. In addition, recently enacted tax legislation permits a direct REIT shareholder to claim a 20% “qualified business income” deduction for ordinary REIT dividends, but does not permit a regulated investment company to pass through to its shareholders the special character of this income. Ordinary REIT dividends received by the Fund and distributed to the Fund’s shareholders also will generally not constitute “qualified dividend income.“ Therefore, the tax rate applicable to that portion of the dividend income attributable to ordinary REIT dividends received by the Fund will be taxed at a higher rate than dividends eligible for special treatment. |
■ | Repurchase Agreements Risk — If the other party to a repurchase agreement defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security and the market value of the security declines, the Fund may lose money. |
■ | Securities Lending Risk — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund. |
■ | Short Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short. The Fund will realize a gain if the security declines in price between those dates. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar funds that do not make short sales in securities they do not own. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund’s gain is limited to the amount at which it sold a security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold. The Fund may also pay transaction costs and borrowing fees in connection with short sales. |
■ | Valuation Risk — The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities 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 the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but may be held or transactions may be conducted in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers. | |
■ | When-Issued and Delayed Delivery Securities and Forward Commitments Risk (Russell 2000 Small-Cap Index Fund) — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price. |
Availability | Available only to (i) employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs and SARSEPs) (“Employer-Sponsored Retirement Plans”), (ii) collective trust funds, investment companies and other pooled investment vehicles, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Distributor to purchase such shares, (iii) “Institutional Investors,” which include, but are not limited to, endowments, foundations, family offices, local, city and state governmental institutions, corporations and insurance company separate accounts, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Distributor to purchase such shares, (iv) fee-based advisory platforms of a Financial Intermediary that (a) has specifically acknowledged in a written agreement with the Distributor and/or its affiliate(s) that the Financial Intermediary shall offer such shares to fee-based advisory clients through an omnibus account held at the Fund or (b) transacts in the Fund’s shares through another intermediary that has executed such an agreement and (v) any other investors who met the eligibility criteria for BlackRock Shares or Class K Shares prior to August 15, 2016 and have continually held Class K Shares of the Fund in the same account since August 15, 2016. |
Minimum Investment |
$5
million minimum initial investment for Institutional Investors.
|
Initial Sales Charge? | No. Entire purchase price is invested in shares of the Fund. |
Deferred Sales Charge? | No. |
Distribution and Service (12b-1) Fees? | No. |
Redemption Fees? | No. |
Your Choices | Important Information for You to Know | |
Initial Purchase |
Determine
the amount of your
investment |
There
is no minimum initial investment for any Employer-Sponsored Retirement Plans or any other investors other than Institutional Investors.
|
Have
your Financial
Intermediary submit your purchase order |
The
price of your shares is based on the next calculation of the Fund’s net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (the “NYSE”) (generally 4:00
p.m. Eastern time) will be priced at the net asset value determined that day. Certain Financial Intermediaries, however, may require submission of orders prior to that time. Purchase orders placed after that time will be priced at the net asset
value determined on the next business day. A broker-dealer or financial institution maintaining the account in which you hold shares may charge a separate account, service or transaction fee on the purchase or sale of Fund shares that would be in
addition to the fees and expenses shown in the Fund’s “Fees and Expenses” table.
|
|
Or
contact BlackRock (for
accounts held directly with BlackRock) |
For investors not purchasing shares through an Employer-Sponsored Retirement Plan, to purchase shares directly from BlackRock, call (800) 537-4942 and request a new account application. |
Your Choices | Important Information for You to Know | |
Add
to Your
Investment |
Purchase additional shares | There is no minimum investment amount for additional purchases. |
Have
your Financial
Intermediary submit your purchase order for additional shares |
To purchase additional shares, you may contact your Financial Intermediary or Employer-Sponsored Retirement Plan. | |
Or
contact BlackRock (for
accounts held directly with BlackRock) |
For
investors not purchasing shares through an Employer-Sponsored Retirement Plan
:
|
|
Acquire
additional shares by
reinvesting dividends and capital gains |
All dividends and capital gains distributions are automatically reinvested without a sales charge. To make any changes to your dividend and/or capital gains distributions options, please call BlackRock at (800) 537-4942 (for investors who are not purchasing shares through an Employer-Sponsored Retirement Plan) or contact your Financial Intermediary. | |
How to Pay for Shares | Making payment for purchases |
If
you are purchasing shares through an Employer-Sponsored Retirement Plan, payment for an order must be made in Federal funds or other immediately available funds by the time specified by your Financial Intermediary, but in no event later than 4:00
p.m. (Eastern time) on the first business day following the receipt of the order. If payment is not received by this time, the order will be canceled and you and your Financial Intermediary will be responsible for any loss to the Fund.
|
Your Choices | Important Information for You to Know | |
Full or Partial Redemption of Shares |
Have
your Financial
Intermediary submit your sales order |
If
you purchased shares through an Employer-Sponsored Retirement Plan, you can make redemption requests through your Financial Intermediary in accordance with the procedures applicable to your accounts. These procedures may vary according to the type
of account and the Financial Intermediary involved, and customers should consult their Financial Intermediary in this regard. Financial Intermediaries are responsible for transmitting redemption orders and crediting their customers’ accounts
with redemption proceeds on a timely basis. Information relating to such redemption services and charges to process a redemption of shares, if any, should be obtained by customers from their Financial Intermediaries.
|
Selling
shares held directly with
BlackRock |
Methods
of Redeeming if You Did Not Purchase Your Shares Through an Employer-Sponsored Retirement Plan
Redemption proceeds may be paid by check or, if the Fund has verified banking information on file, by wire transfer. |
Your Choices | Important Information for You to Know | |
Full or Partial Redemption of Shares (continued) |
Selling
shares held directly with
BlackRock (continued) |
by
telephone and the proceeds sent by check to the shareholder at the address on record. Shareholders will pay $15 for redemption proceeds sent by check via overnight mail. You are responsible for any additional charges imposed by your bank for this
service.
***
If you make a redemption request before the Fund has collected payment for the purchase of shares, the
Fund may delay mailing your proceeds. This delay will usually not exceed ten days.
|
Redemption Proceeds |
Under
normal circumstances, the Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio or by selling portfolio assets to generate cash. During periods of stressed market conditions, when a significant portion of the
Fund’s portfolio may be comprised of less-liquid investments, the Fund may be more likely to limit cash redemptions and may determine to pay redemption proceeds by (i) borrowing under a line of credit it has entered into with a group of
lenders, (ii) borrowing from another BlackRock Fund pursuant to an interfund lending program, to the extent permitted by the Fund’s investment policies and restrictions as set forth in the SAI, and/or (iii) transferring portfolio securities
in-kind to you. The SAI includes more information about the Fund’s line of credit and interfund lending program, to the extent applicable.
|
Your Choices | Important Information for You to Know | |
Exchange Privilege | Selling shares of one BlackRock Fund to purchase shares of another BlackRock Fund (“exchanging”) |
Class
K Shares of the Fund are generally exchangeable for shares of the same class of another BlackRock Fund. Investors who currently own Class K Shares of the Fund may make exchanges into Class K Shares of other BlackRock Funds except for investors
holding shares through certain client accounts at Financial Intermediaries that are omnibus with the Fund and do not meet applicable minimums. There is no required minimum amount with respect to exchanges of Class K Shares. You may only exchange
into Class K Shares of a BlackRock Fund that is open to new investors or in which you have a current account, if the BlackRock Fund is closed to new investors.
|
Transfer Shares to Another Financial Intermediary |
Transfer
to a participating
Financial Intermediary |
You
may transfer your Class K Shares of the Fund only to another Financial Intermediary that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. All future trading of these
assets must be coordinated by the receiving firm.
|
Transfer
to a non-participating
Financial Intermediary |
You
must either:
• Transfer your Class K Shares to an account with the Fund; or • Sell your Class K Shares. |
■ | Suspend the right of redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act; |
■ | Postpone the date of payment upon redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares; |
■ | Redeem shares for property other than cash as may be permitted under the Investment Company Act; and |
■ | Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level. |
Contractual
Cap
1
on Total
Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) |
|
Master Small Cap Index Series | 0.07% |
1 | The contractual cap is in effect through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Master LLC or by a vote of a majority of the outstanding voting securities of the Series. |
2 | As a percentage of average daily net assets. |
Contractual
Caps
1
on Total
Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) |
|
Fund | |
Russell 2000 Small-Cap Index Fund | 0.07% |
MSCI EAFE International Index Fund | 0.07% |
1 | The contractual caps are in effect through April 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of the applicable Fund. |
2 | As a percentage of average daily net assets. |
Portfolio Manager | Primary Role | Since | Title and Recent Biography |
Alan Mason | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2014 | Managing Director of BlackRock, Inc. since 2009; Managing Director of Barclays Global Investors (“BGI”) from 2008 to 2009; Principal of BGI from 1996 to 2008. |
Greg Savage, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2012 | Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. in 2009; Principal of BGI from 2007 to 2009; Associate of BGI from 1999 to 2007. |
Jennifer Hsui, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2011; Director of BlackRock, Inc. from 2009 to 2011; Principal of BGI from 2006 to 2009. |
Creighton Jue, CFA | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2011; Director of BlackRock, Inc. from 2009 to 2011; Principal of BGI from 2000 to 2009. |
Rachel Aguirre | Jointly and primarily responsible for the day-to-day management of the Series’ and the Fund’s portfolio, including setting the Series’ and the Fund’s overall investment strategy and overseeing the management of the Series and the Fund. | 2016 | Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2012 to 2017; Vice President of BlackRock, Inc. from 2009 to 2011; Principal and Portfolio Manager of BGI from 2005 to 2009. |
Class K | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 17.79 | $ 15.35 | $16.62 | $17.53 | $13.01 |
Net investment income (a) | 0.27 | 0.24 | 0.25 | 0.23 | 0.25 |
Net realized and unrealized gain (loss) | 2.34 | 3.02 | (0.97) | 0.54 | 4.81 |
Net increase (decrease) from investment operations | 2.61 | 3.26 | (0.72) | 0.77 | 5.06 |
Distributions: (b) | |||||
From net investment income | (0.21) | (0.22) | (0.14) | (0.27) | (0.20) |
From net realized gain | (0.42) | (0.60) | (0.41) | (1.41) | (0.34) |
Total distributions | (0.63) | (0.82) | (0.55) | (1.68) | (0.54) |
Net asset value, end of year | $ 19.77 | $ 17.79 | $15.35 | $16.62 | $17.53 |
Total Return (c) | |||||
Based on net asset value | 14.69% | 21.32% | (4.41)% | 4.87% | 39.14% |
Ratios to Average Net Assets (d)(e) | |||||
Total expenses | 0.14% | 0.17% (f) | 0.21% | 0.32% | 0.49% |
Total expenses after fees waived and/or reimbursed | 0.07% | 0.10% (f) | 0.13% | 0.18% | 0.25% |
Net investment income | 1.40% | 1.48% (f) | 1.50% | 1.35% | 1.57% |
Supplemental Data | |||||
Net assets, end of year (000) | $474,830 | $60,086 | $8,338 | $2,617 | $1,196 |
Portfolio turnover rate of the Series | 30% | 39% | 37% | 21% | 22% |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of the Series’ allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of the Series’ allocated fees waived of less than 0.01%. |
(f) | Excludes expenses incurred indirectly of 0.01% as a result of the Series’ investments in underlying funds. |
Class K | |||||
Year Ended December 31, | |||||
(For a share outstanding throughout each period) | 2017 | 2016 | 2015 | 2014 | 2013 |
Net asset value, beginning of year | $ 11.61 | $ 11.82 | $ 12.21 | $ 13.11 | $11.06 |
Net investment income (a) | 0.38 | 0.38 | 0.28 | 0.34 | 0.28 |
Net realized and unrealized gain (loss) | 2.54 | (0.26) | (0.38) | (1.14) | 2.09 |
Net increase (decrease) from investment operations | 2.92 | 0.12 | (0.10) | (0.80) | 2.37 |
Distributions: (b) | |||||
From net investment income | (0.35) | (0.33) | (0.29) | (0.10) | (0.32) |
Total distributions | (0.35) | (0.33) | (0.29) | (0.10) | (0.32) |
Net asset value, end of year | $ 14.18 | $ 11.61 | $ 11.82 | $ 12.21 | $13.11 |
Total Return (c) | |||||
Based on net asset value | 25.17% | 1.03% | (0.81)% | (6.12)% | 21.57% |
Ratios to Average Net Assets | |||||
Total expenses | 0.06% | 0.07% (d)(e) | 0.12% (d)(e) | 0.15% (d)(e) | 0.36% (d)(e) |
Total expenses after fees waived and/or reimbursed and/or paid indirectly | 0.06% | 0.07% (d)(e) | 0.07% (d)(e) | 0.11% (d)(e) | 0.30% (d)(e) |
Net investment income | 2.80% | 3.25% (d)(e) | 2.25% (d)(e) | 2.65% (d)(e) | 2.29% (d)(e) |
Supplemental Data | |||||
Net assets, end of year (000) | $9,509,257 | $4,042,470 | $113,314 | $16,014 | $2,336 |
Portfolio turnover rate | 23% | 42% (f) | 9% (g) | 6% (g) | 8% (g) |
(a) | Based on average shares outstanding. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Where applicable, assumes the reinvestment of distributions. |
(d) | Includes the Fund’s share of Master International Index’s allocated expenses and/or net investment income. |
(e) | Includes the Fund’s share of Master International Index’s allocated fees waived of less than 0.01%. |
(f) | Portfolio turnover rate includes transactions from Master International Index prior to August 1, 2016. |
(g) | Portfolio turnover rate of Master International Index. |
■ | Access the BlackRock website at http://www.blackrock.com/edelivery; and |
■ | Log into your account. |
Class |
iShares
Russell 2000
Small-Cap Index Fund: Ticker Symbol |
iShares
MSCI EAFE
International Index Fund: Ticker Symbol |
||
Investor A
Shares
|
MDSKX | MDIIX | ||
Institutional
Shares
|
MASKX | MAIIX | ||
Class K
Shares
|
BDBKX | BTMKX |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
|
144A Securities | X | X |
Asset-Backed Securities | ||
Asset-Based Securities | ||
Precious Metal-Related Securities | X | X |
Bank Loans | ||
Borrowing and Leverage | X | X |
Cash Flows; Expenses | X | X |
Cash Management | X | X |
Collateralized Debt Obligations | ||
Collateralized Bond Obligations | ||
Collateralized Loan Obligations | ||
Commercial Paper | X | X |
Commodity-Linked Derivative Instruments and Hybrid Instruments | ||
Qualifying Hybrid Instruments | ||
Hybrid Instruments Without Principal Protection | ||
Limitations on Leverage | ||
Counterparty Risk | ||
Convertible Securities | ||
Cyber Security Issues | X | X |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
|
Debt Securities | ||
Depositary Receipts (ADRs, EDRs and GDRs) | X | X |
Derivatives | X | X |
Hedging | X | X |
Indexed and Inverse Securities | X | X |
Swap Agreements | X | X |
Credit Default Swap Agreements and Similar Instruments | ||
Contracts for Difference | ||
Credit Linked Securities | ||
Interest Rate Transactions and Swaptions | ||
Total Return Swap Agreements | X | X |
Types of Options | ||
Options on Securities and Securities Indices | ||
Call Options | ||
Put Options | ||
Options on Government National Mortgage Association (“GNMA”) Certificates | ||
Risks Associated with Options | ||
Futures | X | X |
Risks Associated with Futures | X | X |
Foreign Exchange Transactions | X | |
Forward Foreign Exchange Transactions | X | |
Currency Futures | ||
Currency Options | ||
Currency Swaps | X | |
Limitations on Currency Transactions | X | |
Risk Factors in Hedging Foreign Currency | X | |
Risk Factors in Derivatives | X | X |
Credit Risk | X | X |
Currency Risk | X | |
Leverage Risk | X | X |
Liquidity Risk | X | X |
Correlation Risk | X | X |
Index Risk | X | X |
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives | X | X |
Distressed Securities | ||
Dollar Rolls | ||
Equity Securities | X | X |
Exchange Traded Notes (“ETNs”) | ||
Foreign Investment Risks | X | X |
Foreign Market Risk | X | |
Foreign Economy Risk | X | |
Currency Risk and Exchange Risk | X | |
Governmental Supervision and Regulation/Accounting Standards | X | |
Certain Risks of Holding Fund Assets Outside the United States | X | |
Publicly Available Information | X | X |
Settlement Risk | X | X |
Funding Agreements | ||
Guarantees | ||
Illiquid or Restricted Securities | X | X |
Inflation-Indexed Bonds | ||
Inflation Risk | X | X |
Information Concerning the Indexes | X | X |
S&P 500 ® Index (“S&P 500”) | ||
Russell ® Indexes | X |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
|
MSCI Indexes | X | |
FTSE (“Financial Times Stock Exchange”) Indexes | ||
Initial Public Offering (“IPO”) Risk | X | X |
Interfund Lending Program | X | X |
Borrowing, to the extent permitted by the Fund’s investment policies and restrictions | X | X |
Lending, to the extent permitted by the Fund’s investment policies and restrictions | X | X |
Investment Grade Debt Obligations | ||
Investment in Emerging Markets | X | X |
Brady Bonds | ||
Investment in Other Investment Companies | X | X |
Exchange Traded Funds | X | X |
Junk Bonds | ||
Lease Obligations | ||
Liquidity Management | ||
Master Limited Partnerships | X | X |
Merger Transaction Risk | X | X |
Mezzanine Investments | ||
Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks | X | X |
Mortgage-Related Securities | ||
Mortgage-Backed Securities | ||
Collateralized Mortgage Obligations (“CMOs”) | ||
Adjustable Rate Mortgage Securities | ||
CMO Residuals | ||
Stripped Mortgage-Backed Securities | ||
Tiered Index Bonds | ||
TBA Commitments | ||
Municipal Bonds | ||
Risk Factors and Special Considerations Relating to Municipal Bonds | ||
General Obligation Bonds | ||
Revenue Bonds | ||
Private Activity Bonds (“PABs”) | ||
Tender Option Bonds | ||
Participation Notes | ||
Pay-in-kind Bonds | ||
Portfolio Turnover Rates | ||
Preferred Stock | X | X |
Real Estate Related Securities | X | X |
Real Estate Investment Trusts (“REITs”) | X | X |
Repurchase Agreements and Purchase and Sale Contracts | X | X |
Reverse Repurchase Agreements | ||
Rights Offerings and Warrants to Purchase | X | X |
Risks of Investing in China | ||
Securities Lending | X | X |
Securities of Smaller or Emerging Growth Companies | X | |
Short Sales | X | X |
Sovereign Debt | ||
Standby Commitment Agreements | ||
Stripped Securities | ||
Structured Notes | ||
Supranational Entities | ||
Trust Preferred Securities | X | X |
U.S. Government Obligations | X | X |
U.S. Treasury Obligations | X | X |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
|
Utility Industries | X | X |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments | X | X |
Yields and Ratings | X | X |
Zero Coupon Securities |
Directors | Experience, Qualifications and Skills | |
Independent Directors | ||
Susan J. Carter | Susan J. Carter has over 35 years of experience in investment management. She has served as President & Chief Executive Officer of Commonfund Capital, Inc. (“CCI”), a registered investment adviser focused on non-profit investors, from 1997 to 2013, Chief Executive Officer of CCI from 2013 to 2014 and Senior Advisor to CCI in 2015. Ms. Carter currently serves as director to Pacific Pension Institute, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business, Advisory Board Member for Girls Who Invest, Advisory Board Member for Bridges Fund Management and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”). These positions have provided her with insight and perspective on the markets and the economy. | |
Collette Chilton | Collette Chilton has over 20 years of experience in investment management. She has held the position of Chief Investment Officer of Williams College since October 2006. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy. | |
Neil A. Cotty | Neil A. Cotty has more than 30 years of experience in the financial services industry, including 19 years at Bank of America Corporation and its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation. | |
Rodney D. Johnson | Rodney D. Johnson has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 25 years of experience as a financial advisor covering a range of engagements, which has broadened his knowledge of and experience with the investment management business. Prior to founding Fairmount Capital Advisors, Inc., Mr. Johnson served as Chief Financial Officer of Temple University for four years. He served as Director of Finance and Managing Director, in addition to a variety of other roles, for the City of Philadelphia, and has extensive experience in municipal finance. Mr. Johnson was also a tenured associate professor of finance at Temple University and a research economist with the Federal Reserve Bank of Philadelphia. |
Directors | Experience, Qualifications and Skills | |
Cynthia A. Montgomery | Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. The Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics. | |
Joseph P. Platt | Joseph P. Platt has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Platt currently serves as general partner at Thorn Partners, LP, a private investment company. Prior to his joining Thorn Partners, LP, he was an owner, director and executive vice president with Johnson and Higgins, an insurance broker and employee benefits consultant. He has over 25 years of experience in the areas of insurance, compensation and benefits. Mr. Platt also serves on the boards of public, private and non-profit companies. | |
Robert C. Robb, Jr. | Robert C. Robb, Jr. has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Robb has over 30 years of experience in management consulting and has worked with many companies and business associations located throughout the United States, including being a former director of PNC Bank Board and a former director of Brinks, Inc. Mr. Robb brings to the Board a wealth of practical business experience across a range of industries. | |
Mark Stalnecker | Mark Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private and non-profit boards. | |
Kenneth L. Urish | Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm. Mr. Urish has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules. | |
Claire A. Walton | Claire A. Walton has over 25 years of experience in investment management. She has served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/short non-U.S. equity investments, and has been an owner and General Partner of Neon Liberty Capital Management, LLC since 2003, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy. |
Directors | Experience, Qualifications and Skills | |
Frederick W. Winter | Frederick W. Winter has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. The Board benefits from Mr. Winter’s years of academic experience, having served as a professor and dean emeritus of the Joseph M. Katz Graduate School of Business at the University of Pittsburgh since 2005, and dean thereof from 1997 to 2005. He is widely regarded as a specialist in marketing strategy, marketing management, business-to-business marketing and services marketing. He has also served as a consultant to more than 50 different firms. | |
Interested Directors | ||
Robert Fairbairn | Robert Fairbairn has more than 20 years of experience with BlackRock, Inc. and over 28 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Senior Managing Director of BlackRock, Inc. with oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group, Member of BlackRock’s Global Executive and Global Operating Committees and Co-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares ® businesses, Head of BlackRock’s Global Client Group and Chairman of BlackRock’s international businesses. Prior to joining BlackRock, Mr. Fairbairn was Senior Vice President and Head of the EMEA Pacific region at MLIM, a member of the MLIM Executive Committee, head of the EMEA Sales Division and Chief Operating Officer of the EMEA Pacific region. | |
John M. Perlowski | John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with the management practices of other financial companies. |
Name
and Year of Birth 1,2 |
Position(s)
Held (Length of Service) 3 |
Principal
Occupation(s)
During Past Five Years |
Number
of
BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public
Company and Other Investment Company Directorships Held During Past Five Years |
||||
Independent Directors | ||||||||
Rodney
D. Johnson
|
Chair
of the Board
4
and Director
(Since 2007) |
President, Fairmount Capital Advisors, Inc. from 1987 to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011; Director, The Mainstay (non-profit) since 2016. | 26 RICs consisting of 141 Portfolios | None | ||||
Mark
Stalnecker
|
Chair
Elect of the Board
4
(Since 2018) and Director (Since 2015) |
Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee, Winterthur Museum and Country Estate from 2001 to 2015; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director, SEI Private Trust Co. from 2001 to 2014. | 26 RICs consisting of 141 Portfolios | None | ||||
Susan
J. Carter
|
Director
(Since 2016) |
Director, Pacific Pension Institute since 2014; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, CCI (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest since 2015; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, PCRI since 2017. | 26 RICs consisting of 141 Portfolios | None | ||||
Collette
Chilton
|
Director
(Since 2015) |
Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006. | 26 RICs consisting of 141 Portfolios | None | ||||
Neil
A. Cotty
|
Director
(Since 2016) |
Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002. | 26 RICs consisting of 141 Portfolios | None | ||||
Cynthia
A. Montgomery
|
Director
(Since 2007) |
Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012. | 26 RICs consisting of 141 Portfolios | Newell Rubbermaid, Inc. (manufacturing) | ||||
Joseph
P. Platt
|
Director
(Since 2007) |
General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015. | 26 RICs consisting of 141 Portfolios | Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy, Inc. |
Name
and Year of Birth 1,2 |
Position(s)
Held (Length of Service) 3 |
Principal
Occupation(s)
During Past Five Years |
Number
of
BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public
Company and Other Investment Company Directorships Held During Past Five Years |
||||
Robert
C. Robb, Jr.
|
Director
(Since 2007) |
Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981 and Principal since 2010. | 26 RICs consisting of 141 Portfolios | None | ||||
Kenneth
L. Urish
|
Director
(Since 2007) |
Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007. | 26 RICs consisting of 141 Portfolios | None | ||||
Claire
A. Walton
|
Director
(Since 2016) |
Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group since 2009; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015. | 26 RICs consisting of 141 Portfolios | None | ||||
Frederick
W. Winter
|
Director
(Since 2007) |
Director, Alkon Corporation since 1992; Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh, Dean and Professor from 1997 to 2005, Professor until 2013. | 26 RICs consisting of 141 Portfolios | None | ||||
Interested Directors 5 | ||||||||
Robert
Fairbairn
|
Director
(Since 2018) |
Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Global Head of BlackRock’s Retail and iShares ® businesses from 2012 to 2016; Head of BlackRock’s Global Client Group from 2009 to 2012; Chairman of BlackRock’s international businesses from 2007 to 2010. | 128 RICs consisting of 311 Portfolios | None | ||||
John
M. Perlowski
|
Director
(Since 2015) and President and Chief Executive Officer (Since 2010) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 128 RICs consisting of 311 Portfolios | None |
1 | The address of each Director is c/o BlackRock, Inc., 55 East 52 nd Street, New York, NY 10055. |
2 | Independent Directors serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Directors on a case-by-case basis, as appropriate. The Board has approved extending the mandatory retirement age for Rodney D. Johnson until December 31, 2018. |
3 | Following the combination of MLIM and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Independent Directors as joining the Corporation’s/Master LLC’s Board in 2007, those Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Rodney D. Johnson, 1995; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1999; Kenneth L. Urish, 1999; and Frederick W. Winter, 1999. |
4 | Mr. Stalnecker was approved as Chair Elect of the Board effective January 1, 2018. It is expected that, effective January 1, 2019, Mr. Stalnecker will assume the position of Chair of the Board and Mr. Johnson will retire as Chair of the Board. |
5 | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the Investment Company Act, of the Corporation/Master LLC based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Equity-Bond Complex and the BlackRock Closed-End Complex. |
Name
and Year of Birth 1,2 |
Position(s)
Held
(Length of Service) |
Principal
Occupation(s)
During Past Five Years |
||
Officers Who Are Not Directors | ||||
Jennifer
McGovern
|
Vice
President
(Since 2014) |
Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock, Inc. from 2008 to 2010. | ||
Neal
J. Andrews
|
Chief
Financial Officer
(Since 2007) |
Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006. | ||
Jay
M. Fife
|
Treasurer
(Since 2007) |
Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. | ||
Charles
Park
|
Chief
Compliance Officer
(Since 2014) |
Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares ® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares ® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | ||
Fernanda
Piedra
|
Anti-Money
Laundering Compliance Officer
(Since 2015) |
Director of BlackRock, Inc. since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock, Inc. since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010. | ||
Benjamin
Archibald
|
Secretary
(Since 2012) |
Managing Director of BlackRock, Inc. since 2014; Director of BlackRock, Inc. from 2010 to 2013; Secretary of the iShares ® exchange-traded fund since 2015; Secretary of the BlackRock-advised mutual funds since 2012. |
1 | The address of each Officer is c/o BlackRock, Inc., 55 East 52 nd Street, New York, NY 10055. |
2 | Officers of the Corporation serve at the pleasure of the Board. |
Aggregate
Dollar Range of Equity
Securities in |
Aggregate
Dollar
Range of Equity Securities in All Supervised Funds |
|||||
Name |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
||||
Robert
Fairbairn
1
|
None | None | Over $100,000 | |||
John M.
Perlowski
|
None | None | Over $100,000 | |||
Independent Directors: | ||||||
Susan J.
Carter
|
None | None | Over $100,000 | |||
Collette Chilton
|
$50,001-$100,000 | $10,001-$50,000 | Over $100,000 | |||
Neil A.
Cotty
|
None | None | Over $100,000 | |||
Rodney D. Johnson
|
None | None | Over $100,000 | |||
Cynthia A. Montgomery
|
Over $100,000 | Over $100,000 | Over $100,000 | |||
Joseph P. Platt
|
None | None | Over $100,000 | |||
Robert C. Robb, Jr
|
None | None | Over $100,000 | |||
Mark Stalnecker
|
None | None | Over $100,000 | |||
Kenneth L. Urish
|
None | None | Over $100,000 | |||
Claire A.
Walton
|
None | None | Over $100,000 | |||
Frederick W. Winter
|
None | None | Over $100,000 |
1 | Mr. Fairbairn was appointed to serve as a Director of the Corporation/Master LLC effective February 22, 2018. |
Name |
Compensation
from Master Small Cap Index Series |
Compensation
from MSCI EAFE International Index Fund |
Estimated
Annual
Benefits Upon Retirement |
Aggregate
Compensation from the Funds, the Master LLC and Other BlackRock- Advised Funds 1 |
||||
Independent Directors | ||||||||
Susan J.
Carter
|
$2,125 | $12,353 | None | $370.000 | ||||
Collette
Chilton
3
|
$2,213 | $13,034 | None | $390,000 | ||||
Neil A.
Cotty
|
$2,125 | $12,353 | None | $370,000 | ||||
Dr. Matina S.
Horner
2,3
|
$87 | $681 | None | $20,000 | ||||
Rodney D. Johnson
4
|
$2,603 | $16,297 | None | $470,000 | ||||
Cynthia A. Montgomery
3,5
|
$2,260 | $13,428 | None | $400,000 | ||||
Joseph P.
Platt
6
|
$2,030 | $12,604 | None | $365,000 |
Name |
Compensation
from Master Small Cap Index Series |
Compensation
from MSCI EAFE International Index Fund |
Estimated
Annual
Benefits Upon Retirement |
Aggregate
Compensation from the Funds, the Master LLC and Other BlackRock- Advised Funds 1 |
||||
Robert C. Robb,
Jr
3
|
$2,213 | $13,034 | None | $390,000 | ||||
Mark
Stalnecker
7
|
$2,173 | $12,747 | None | $380,000 | ||||
Kenneth L.
Urish
8
|
$2,221 | $13,142 | None | $390,000 | ||||
Claire A.
Walton
|
$2,125 | $12,353 | None | $370,000 | ||||
Frederick W. Winter
|
$2,125 | $12,353 | None | $370,000 | ||||
Interested Directors | ||||||||
Robert
Fairbairn
9
|
None | None | None | None | ||||
Barbara G.
Novick
10
|
None | None | None | None | ||||
John M.
Perlowski
|
None | None | None | None |
1 | For the number of RICs and Portfolios from which each Director receives compensation, see the Biographical Information chart beginning on page I-13. |
2 | Dr. Horner retired as a Director of the Corporation/Master LLC effective December 31, 2016. Dr. Horner also retired as a director or trustee of all other BlackRock-advised Funds effective December 31, 2016. |
3 | Dr. Horner, Mses. Chilton and Montgomery and Mr. Robb each received an additional special payment of $20,000 in April 2017 for additional services provided to the BlackRock-advised Funds in 2016. |
4 | Chair of the Board. |
5 | Chair of the Governance Committee. |
6 | Chair of the Compliance Committee. |
7 | Chair Elect of the Board and Chair of the Performance Oversight Committee. |
8 | Chair of the Audit Committee. |
9 | Mr. Fairbairn was appointed to serve as a Director of the Corporation/Master LLC effective February 22, 2018. |
10 | Ms. Novick resigned as a Director of the Corporation/Master LLC effective February 22, 2018. Ms. Novick also resigned as a director or trustee of all the other BlackRock-advised Funds effective February 22, 2018. |
Name of Series/Fund |
Contractual
Management Fee Rate 1 |
Management
Fee Rate
(reflects fee waivers where applicable) |
||
Master Small Cap Index
Series
2,3
|
0.01% | 0.00% | ||
MSCI EAFE International Index
Fund
4,5
|
0.01% | 0.01% |
1 | Excluding any fee waivers and reimbursements which may have been applicable. |
2 | BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Russell 2000 Small-Cap Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.37% (for Investor A Shares), 0.12% (for Institutional Shares) and 0.07% (for Class K Shares) through April 30, 2019. |
3 | BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Master Small Cap Index Series (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Master Small Cap Index Series expenses) to 0.07% of average daily net assets through April 30, 2019. |
4 | BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of MSCI EAFE International Index Fund (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 0.37% for Investor A Shares, 0.12% for Institutional Shares and 0.07% for Class K Shares through April 30, 2019. |
5 | Prior to August 1, 2016, BlackRock had contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Master International Index Series (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Master International Index Series expenses) to 0.07% of average daily net assets through April 30, 2017. |
1 | Includes amounts waived due to Master Small Cap Index Series’, Master International Index Series’ and MSCI EAFE International Index Fund’s investment in an affiliated money market fund. |
2 | BlackRock has entered into the contractual arrangements described in Notes (3) and (4) to the management fee rates table on page I-18. |
3 | Prior to August 1, 2016, BlackRock had contractually agreed to waive and/or reimburse fees and/or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Master International Index Series (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Master International Index Series expenses) to 0.07% of average daily net assets through April 30, 2017. |
Fiscal Year Ended December 31, |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
||
2017 | ||||
Contractual Amount paid to the
Administrator
|
$249,638 | $ 0 | ||
Amount waived by the
Administrator
|
$348,037 | $ 0 | ||
Amount reimbursed by the
Administrator
|
$ 41,396 | $ 0 | ||
2016 | ||||
Contractual Amount paid to the
Administrator
|
$119,257 | $203,749 | ||
Amount waived by the
Administrator
|
$117,740 | $ 73,679 | ||
Amount reimbursed by the
Administrator
|
$ 79,608 | $ 0 | ||
2015 | ||||
Contractual Amount paid to the
Administrator
|
$101,299 | $428,768 | ||
Amount waived by the
Administrator
|
$ 97,099 | $400,205 | ||
Amount reimbursed by the
Administrator
|
$ 64,334 | $349,392 |
Fiscal Year Ended December 31, |
Russell
2000 Small-Cap
Index Fund |
MSCI
EAFE International
Index Fund |
||
2017 | $4,812 | $ 20,038 | ||
2016 | $3,121 | $ 14,917 | ||
2015 | $3,376 | $12,602 |
Number
of Other Accounts Managed
and Assets by Account Type |
Number
of Other Accounts and
Assets for Which Advisory Fee is Performance-Based |
|||||
Name of Portfolio Manager |
Other
Registered Investment Companies |
Other
Pooled
Investment Vehicles |
Other
Accounts |
Other
Registered Investment Companies |
Other
Pooled
Investment Vehicles |
Other
Accounts |
Alan Mason | 401 | 805 | 574 | 0 | 0 | 5 |
$1.16 Trillion | $674.4 Billion | $611.2 Billion | $0 | $0 | $6.09 Billion | |
Greg Savage, CFA | 200 | 85 | 0 | 0 | 0 | 0 |
$771.1 Billion | $33.38 Billion | $0 | $0 | $0 | $0 | |
Jennifer Hsui, CFA | 159 | 15 | 0 | 0 | 0 | 0 |
$449.4 Billion | $4.78 Billion | $0 | $0 | $0 | $0 | |
Creighton Jue, CFA | 86 | 61 | 45 | 0 | 0 | 2 |
$111.7 Billion | $69.10 Billion | $33.94 Billion | $0 | $0 | $3.22 Billion | |
Rachel Aguirre | 91 | 142 | 131 | 0 | 0 | 0 |
$114.3 Billion | $573.9 Billion | $541.7 Billion | $0 | $0 | $0 |
Portfolio Manager | Funds Managed |
Dollar
Range of Equity Securities of
the Funds Owned |
||
Alan Mason | Russell 2000 Small-Cap Index Fund | None | ||
MSCI EAFE International Index Fund | None | |||
Greg Savage, CFA | Russell 2000 Small-Cap Index Fund | None | ||
MSCI EAFE International Index Fund | None | |||
Jennifer Hsui, CFA | Russell 2000 Small-Cap Index Fund | None | ||
MSCI EAFE International Index Fund | None |
Portfolio Manager | Funds Managed |
Dollar
Range of Equity Securities of
the Funds Owned |
||
Creighton Jue, CFA | Russell 2000 Small-Cap Index Fund | None | ||
MSCI EAFE International Index Fund | None | |||
Rachel Aguirre | Russell 2000 Small-Cap Index Fund | None | ||
MSCI EAFE International Index Fund | None |
Fiscal Year Ended December 31, |
Master
Small Cap
Index Series |
Master
International
Index Series/MSCI EAFE International Index Fund 1 |
||
2017 | ||||
Paid to State
Street
|
$179,769 | $1,146,485 | ||
Paid to the
Manager
|
$ 8,698 | $ 85,124 | ||
2016 | ||||
Paid to State
Street
|
$ 99,144 | $ 572,532 | ||
Paid to the
Manager
|
$ 6,023 | $ 33,721 | ||
2015 | ||||
Paid to State
Street
|
$185,387 | $ 626,000 | ||
Paid to the
Manager
|
$ 9,395 | $ 36,149 |
1 | Prior to August 1, 2016, amounts were paid by Master International Index Series. Effective August 1, 2016, amounts were paid directly by MSCI EAFE International Index Fund. |
Fund | Paid to BRIL | |
Russell 2000 Small-Cap Index Fund
|
$433,288 | |
MSCI EAFE International Index Fund
|
$772,164 |
Total Brokerage Commissions Paid | ||||
Fiscal Year Ended December 31, |
Master
Small Cap
Index Series |
Master
International
Index Series/MSCI EAFE International Index Fund |
||
2017
|
$151,859 | $1,265,288 | ||
2016
1
|
$ 92,685 | $1,030,822 | ||
2015
|
$117,686 | $ 500,216 |
1 | The increase in brokerage commissions paid by Master International Index Series and MSCI EAFE International Index Fund as compared to the prior fiscal year was due to changes in the frequency and size of shareholder transactions. |
Amount
of
Commissions Paid to Brokers for Providing 28(e) Eligible Research Services |
Amount
of Brokerage
Transactions Involved |
$0 | $0 |
Regular Broker-Dealer | Debt (D)/Equity (E) | Aggregate Holdings (000’s) | ||
None
|
— | — |
Regular Broker-Dealer | Debt (D)/Equity (E) | Aggregate Holdings (000’s) | ||
BNP Paribas
SA
|
E | $58,595 | ||
UBS Group
AG
|
E | $47,121 | ||
Barclays Bank
PLC
|
E | $32,562 | ||
Credit Suisse Group
AG
|
E | $30,486 |
Master Small Cap Index Series | MSCI EAFE International Index Fund | |||
Gross income from securities lending
activities
|
$2,511,732 | $836,493 | ||
Fees and/or compensation for securities lending activities and related services | ||||
Securities lending income paid to the Lending Agents for services as securities lending agent
|
$ 451,120 | $130,555 | ||
Cash collateral management expenses not included in securities lending income paid to the Lending
Agents
|
$ 30,245 | $ 7,362 | ||
Administrative fees not included in securities lending income paid to the Lending
Agents
|
$ 0 | $ 0 | ||
Indemnification fees not included in securities lending income paid to the Lending
Agents
|
$ 0 | $ 0 | ||
Rebates (paid to
borrowers)
|
$ 612,822 | $ 71,694 | ||
Other fees not included in securities lending income paid to the Lending
Agents
|
$ 0 | $ 0 | ||
Aggregate fees/compensation for securities lending
activities
|
$1,094,187 | $209,611 | ||
Net income from securities lending
activities
|
$1,417,545 | $626,882 |
Name | Address | % | Class | |||
Charles Schwab & Co. Inc. |
211
Main Street
San Francisco, CA 94105 |
26.91% | Investor A Shares | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
4800
Deer Lake Drive East
Jacksonville, FL 32246 |
21.22% | Investor A Shares | |||
Capital
Bank & Trust Company TTEE
Trader Joe’s Company |
8515
E. Orchard Rd 2T2
Greenwood Village, CO 80111 |
16.32% | Investor A Shares | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
4800
Deer Lake Drive East
Jacksonville, FL 32246-6484 |
39.86% | Institutional Shares | |||
Raymond James |
800
Carillon Parkway
St. Petersburg, FL 33716 |
10.85% | Institutional Shares | |||
National Financial Services LLC |
499
Washington Boulevard
Jersey City, NJ 07310-2010 |
7.82% | Institutional Shares | |||
Charles Schwab & Co. Inc. |
101
Montgomery Street
San Francisco, CA 94104-4122 |
7.71% | Institutional Shares | |||
Pershing LLC |
1
Pershing Plaza
Jersey City, NJ 07399-0001 |
6.08% | Institutional Shares | |||
Goldman Sachs & Co. |
295
Chipeta Way
Salt Lake City, UT 84108-1287 |
63.66% | Class K Shares | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
4800
Deer Lake Drive East
Jacksonville, FL 32246-6484 |
6.51% | Class K Shares |
Name | Address | % | Class | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
4800
Deer Lake Drive East
Jacksonville, FL 32246-6484 |
49.90% | Investor A Shares | |||
National Financial Services LLC |
499
Washington Blvd Fl. 5
Jersey City, NJ 07310-2010 |
7.05% | Investor A Shares | |||
National Financial Services LLC |
499
Washington Blvd Fl. 5
Jersey City, NJ 07310-2010 |
32.31% | Institutional Shares | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
4800
Deer Lake Drive East
Jacksonville, FL 32246-6484 |
27.63% | Institutional Shares | |||
Pershing LLC |
1
Pershing Plaza
Jersey City, NJ 07399-001 |
8.95% | Institutional Shares |
Name | Address | % | Class | |||
JP Morgan Securities, LLC |
4
Chase Metrotech Center
Brooklyn, NY 11245 |
83.02% | Class K Shares | |||
Goldman Sachs & Co. |
295
Chipeta Way
Salt Lake City, UT 84108-1287 |
6.98% | Class K Shares |
• | Junk bonds may be issued by less creditworthy companies. These securities are vulnerable to adverse changes in the issuer’s industry and to general economic conditions. Issuers of junk 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. |
• | The issuers of junk 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. |
• | Junk 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 or to receive interest payments when senior securities are in default. Thus, investors in high yield securities have a lower degree of protection with respect to principal and interest payments then do investors in higher rated securities. |
• | Junk bonds frequently have redemption features that permit an issuer to repurchase the security from a Fund before it matures. If an issuer redeems the junk bonds, a Fund may have to invest the proceeds in bonds with lower yields and may lose income. |
• | Prices of junk bonds are subject to extreme price fluctuations. Negative economic developments may have a greater impact on the prices of junk bonds than on those of other higher rated fixed-income securities. |
• | Junk bonds may be less liquid than higher rated fixed-income securities even under normal economic conditions. 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 junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers, and such quotations may not be the actual prices available for a purchase or sale. Because junk bonds are less liquid, judgment may play a greater role in valuing certain of a Fund’s portfolio 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 a Fund’s 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 junk 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 net asset value 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. |
• | The rating assigned by a rating agency evaluates the issuing agency’s assessment of the safety of a non-investment grade security’s principal and interest payments, but does not address market value risk. Because such ratings of the ratings agencies may not always reflect current conditions and events, in addition to using recognized rating agencies and other sources, the sub-adviser performs its own analysis of the issuers whose non-investment grade securities a Fund holds. Because of this, the Fund’s performance may depend more on the sub-adviser’s own credit analysis than in the case of mutual funds investing in higher-rated securities. |
(a) | U.S. dollar-denominated obligations issued or supported by the credit of U.S. or foreign banks or savings institutions with total assets in excess of $1 billion (including assets of domestic and foreign branches of such banks); |
(b) | high quality commercial paper and other obligations issued or guaranteed by U.S. and foreign corporations and other issuers rated (at the time of purchase) A-2 or higher by S&P, Prime-2 or higher by Moody’s or F-2 or higher by Fitch, as well as high quality corporate bonds rated (at the time of purchase) A or higher by those rating agencies; |
(c) | unrated notes, paper and other instruments that are of comparable quality to the instruments described in (b) above as determined by the Fund’s Manager; |
(d) | asset-backed securities (including interests in pools of assets such as mortgages, installment purchase obligations and credit card receivables); |
(e) | securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or authorities and related custodial receipts; |
(f) | dollar-denominated securities issued or guaranteed by foreign governments or their political subdivisions, agencies or authorities; |
(g) | funding agreements issued by highly-rated U.S. insurance companies; |
(h) | securities issued or guaranteed by state or local governmental bodies; |
(i) | repurchase agreements relating to the above instruments; |
(j) | municipal bonds and notes whose principal and interest payments are guaranteed by the U.S. Government or one of its agencies or instrumentalities or which otherwise depend directly or indirectly on the credit of the United States; |
(k) | fixed and variable rate notes and similar debt instruments rated MIG-2, VMIG-2 or Prime-2 or higher by Moody’s, SP-2 or A-2 or higher by S&P, or F-2 or higher by Fitch; |
(l) | tax-exempt commercial paper and similar debt instruments rated Prime-2 or higher by Moody’s, A-2 or higher by S&P, or F-2 or higher by Fitch; |
(m) | municipal bonds rated A or higher by Moody’s, S&P or Fitch; |
(n) | unrated notes, paper or other instruments that are of comparable quality to the instruments described above, as determined by the Fund’s Manager under guidelines established by the Board; and |
(o) | municipal bonds and notes which are guaranteed as to principal and interest by the U.S. Government or an agency or instrumentality thereof or which otherwise depend directly or indirectly on the credit of the United States. |
• | Portfolio Characteristics: Portfolio characteristics include, but are not limited to, sector allocation, credit quality breakdown, maturity distribution, duration and convexity measures, average credit quality, average maturity, average coupon, top 10 holdings with percent of the fund held, average market capitalization, capitalization range, ROE, P/E, P/B, P/CF, P/S, and EPS. Additional characteristics specific to money market funds include, but are not limited to, historical daily and weekly liquid assets (as defined under Rule 2a-7) and historical fund net inflows and outflows. |
• | Portfolio Holdings: Portfolio holdings include, but are not limited to, issuer name, CUSIP, ticker symbol, total shares and market value for equity portfolios and issuer name, CUSIP, ticker symbol, coupon, maturity, current face value and market value for fixed-income portfolios. Other information that will be treated as portfolio |
holdings for purposes of the Guidelines includes but is not limited to quantity, SEDOL, market price, yield, WAL, duration and convexity as of a specific date. For derivatives, indicative data may also be provided, including but not limited to, pay leg, receive leg, notional amount, reset frequency, and trade counterparty. Risk related information ( e.g. , value at risk, standard deviation) will be treated as portfolio holdings. |
Money Market Funds | ||
Time Periods (Calendar Days) | ||
Prior
to 5 Calendar Days
After Month-End |
5
Calendar Days After
Month-End to Date of Public Filing |
|
Portfolio
Holdings |
Cannot
disclose without non-disclosure or confidentiality agreement and CCO approval except the following portfolio holdings information may be released as follows:
• Weekly portfolio holdings information released on the website at least one business day after week-end. • Other information as may be required under Rule 2a-7 ( e.g., name of issuer, category of investment, principal amount, maturity dates, yields). |
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers. If portfolio holdings are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
Portfolio
Characteristics |
Cannot
disclose without non-disclosure or confidentiality agreement and CCO approval except the following information may be released on the Fund’s website daily:
• Historical net asset values per share (“NAVs”) calculated based on market factors ( e.g., marked to market) • Percentage of fund assets invested in daily and weekly liquid assets (as defined under Rule 2a-7) • Daily net inflows and outflows • Yields, SEC yields, WAM, WAL, current assets • Other information as may be required by Rule 2a-7 |
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers. If portfolio characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
(i) | the preparation and posting of the Fund’s portfolio holdings and/or portfolio characteristics to its website on a more frequent basis than authorized above; |
(ii) | the disclosure of the Fund’s portfolio holdings to third-party service providers not noted above; and |
(iii) | the disclosure of the Fund’s portfolio holdings and/or portfolio characteristics to other parties for legitimate business purposes. |
• | Fund Fact Sheets are available to shareholders, prospective shareholders, intermediaries and consultants on a monthly or quarterly basis no earlier than the fifth calendar day after the end of a month or quarter. |
• | Money Market Performance Reports are available to shareholders, prospective shareholders, intermediaries and consultants by the tenth calendar day of the month (and on a one day lag for certain institutional funds). They contain monthly money market Fund performance, rolling 12-month average and benchmark performance. |
1. | Fund’s Board of Directors and, if necessary, Independent Directors’ counsel and Fund counsel. |
2. | Fund’s Transfer Agent. |
3. | Fund’s Custodian. |
4. | Fund’s Administrator, if applicable. |
5. | Fund’s independent registered public accounting firm. |
6. | Fund’s accounting services provider. |
7. | Independent rating agencies — Morningstar, Inc., Lipper Inc., S&P, Moody’s, Fitch. |
8. | Information aggregators — Markit on Demand, Thomson Financial and Bloomberg, eVestments Alliance, Informa/PSN Investment Solutions, Crane Data and iMoneyNet. |
9. | Sponsors of 401(k) plans that include BlackRock-advised funds — E.I. Dupont de Nemours and Company, Inc. |
10. | Sponsors and consultants for pension and retirement plans that invest in BlackRock-advised funds — Rocaton Investment Advisors, LLC, Mercer Investment Consulting, Callan Associates, Brockhouse & Cooper, Cambridge Associates, Morningstar/Investorforce, Russell Investments (Mellon Analytical Solutions), Wilshire Associates and JPMorgan Chase Bank, N.A. |
11. | Pricing Vendors — Reuters Pricing Service, Bloomberg, FT Interactive Data (FT IDC), ITG, Telekurs Financial, FactSet Research Systems, Inc., JP Morgan Pricing Direct (formerly Bear Stearns Pricing Service), Standard and Poor’s Security Evaluations Service, Lehman Index Pricing, Bank of America High Yield Index, Loan Pricing Corporation (LPC), LoanX, Super Derivatives, IBoxx Index, Barclays Euro Gov’t Inflation-Linked Bond Index, JPMorgan Emerging & Developed Market Index, Reuters/WM Company, Nomura BPI Index, Japan Securities Dealers Association, Valuation Research Corporation and Murray, Devine & Co., Inc. |
12. | Portfolio Compliance Consultants — Oracle/i-Flex Solutions, Inc. |
13. | Third-party feeder funds — Alight Money Market Fund, Alight Series Trust, Alight Financial Solutions LLC, Homestead, Inc., Transamerica, State Farm Mutual Fund and Sterling Capital Funds and their respective boards, sponsors, administrators and other service providers. |
14. | Affiliated feeder funds —Treasury Money Market Fund (Cayman) and its board, sponsor, administrator and other service providers. |
15. | Other — Investment Company Institute, Mizuho Asset Management Co., Ltd., Nationwide Fund Advisors and State Street Bank and Trust Company. |
$1 million but less than $3
million
|
1.00% |
$3 million but less than $15
million
|
0.50% |
$15 million and
above
|
0.25% |
$1 million but less than $3
million
|
0.75% |
$3 million but less than $15
million
|
0.50% |
$15 million and
above
|
0.25% |
$250,000 but less than $3
million
|
1.00% |
$3 million but less than $15
million
|
0.50% |
$15 million and above
|
0.25% |
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. |
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. |
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. |
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. |
SG | This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 2 | This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 3 | This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
SG | This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand. |
• | Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
• | Nature of and provisions of the obligation and the promise we impute; |
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
AAA | An obligation rated ‘AAA’ has the highest rating assigned by S&P. 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 on the obligation 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 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 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 | This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy. |
A-1 | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. 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 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. |
• | Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
S&P’s municipal short-term note rating symbols are as follows: |
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. |
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. |
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. |
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. |
1 | iShares MSCI All Peru Capped ETF and the Social Index Funds, as defined in Appendix A of the Proxy Voting Policy for Social Index Funds have separate Fund Proxy Voting Policies. |
Page | |
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B-5 |
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B-5 |
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B-5 |
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B-6 |
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B-7 |
|
B-7 |
|
B-8 |
|
B-8 |
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B-8 |
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B-9 |
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B-9 |
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B-9 |
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B-10 |
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B-11 |
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B-11 |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales and other special transactions |
• | Remuneration and benefits |
• | Social, ethical and environmental issues |
• | General corporate governance matters |
• | establishing an appropriate corporate governance structure; |
• | supporting and overseeing management in setting strategy; |
• | ensuring the integrity of financial statements; |
• | making decisions regarding mergers, acquisitions and disposals; |
• | establishing appropriate executive compensation structures; and |
• | addressing business issues including social, ethical and environmental issues when they have the potential to materially impact company reputation and performance. |
• | current employment at the company or a subsidiary; |
• | former employment within the past several years as an executive of the company; |
• | providing substantial professional services to the company and/or members of the company’s management; |
• | having had a substantial business relationship in the past three years; |
• | having, or representing a shareholder with, a substantial shareholding in the company; |
• | being an immediate family member of any of the aforementioned; and |
• | interlocking directorships. |
• | BlackRock has adopted a proxy voting oversight structure whereby the Corporate Governance Committees oversee the voting decisions and other activities of the Corporate Governance Group, and particularly its activities with respect to voting in the relevant region of each Corporate Governance Committee’s jurisdiction. |
• | The Corporate Governance Committees have adopted Guidelines for each region, which set forth the firm’s views with respect to certain corporate governance and other issues that typically arise in the proxy voting context. The Corporate Governance Committees receive periodic reports regarding the specific votes cast by the Corporate Governance Group and regular updates on material process issues, procedural changes and other matters of concern to the Corporate Governance Committees. |
• | BlackRock’s Global Corporate Governance Oversight Committee oversees the Global Head, the Corporate Governance Group and the Corporate Governance Committees. The Global Corporate Governance Oversight Committee conducts a review, at least annually, of the proxy voting process to ensure compliance with BlackRock’s risk policies and procedures. |
• | BlackRock maintains a reporting structure that separates the Global Head and Corporate Governance Group from employees with sales responsibilities. In addition, BlackRock maintains procedures intended to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without regard to BlackRock’s relationship with the issuer of the proxy or dissident shareholder. Within the normal course of business, the Global Head or Corporate Governance Group may engage directly with BlackRock clients, and with employees with sales responsibilities, in discussions regarding general corporate governance policy matters, and to otherwise ensure that proxy-related client service levels are met. The Global Head or Corporate Governance Group does not discuss any specific voting matter with a client prior to the disclosure of the vote decision to all applicable clients after the shareholder meeting has taken place, except if the client is acting in the capacity as issuer of the proxy or dissident shareholder and is engaging through the established procedures independent of the client relationship. |
• | In certain instances, BlackRock 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. The independent fiduciary may either vote such proxies or provide BlackRock with instructions as to how to vote such proxies. In the latter case, BlackRock votes the proxy in accordance with the independent fiduciary’s determination. Use of an independent fiduciary has been adopted for voting the proxies related to any company that is affiliated with BlackRock or any company that includes BlackRock employees on its board of directors. |
Exhibit
Number |
Description | |
1(a) | — | Articles of Incorporation of Registrant.(1) |
1(b) | — | Articles of Amendment.(2) |
1(c) | — | Articles Supplementary.(4) |
1(d) | — | Articles of Amendment.(4) |
1(e) | — | Articles of Amendment to Registrant’s Articles of Incorporation Changing Name to BlackRock Index Funds, Inc.(9) |
1(f) | — | Articles of Amendment to Registrant’s Articles of Incorporation Reclassifying Shares of Authorized Capital Stock.(9) |
1(g) | — | Articles Supplementary to Registrant’s Articles of Incorporation Reclassifying Shares of Authorized Capital Stock.(16) |
1(h) | — | Articles Supplementary to Articles of Incorporation.(17) |
1(i) | — | Articles Supplementary to Articles of Incorporation.(18) |
1(j) | — | Articles of Amendment, dated June 19, 2017.* |
2 | — | Amended and Restated By-Laws of Registrant.(14) |
3 | — | Portions of the Articles of Incorporation and By-Laws of the Registrant defining rights of holder of shares of common stock of the Registrant.(3) |
4(a) | — | Form of Investment Management Agreement between Registrant, on behalf of iShares MSCI EAFE International Index Fund (formerly known as BlackRock International Index Fund), and BlackRock Advisors, LLC.(22) |
4(b) | — | Form of Sub-Advisory Agreement between BlackRock Advisors, LLC and BlackRock Fund Advisors with respect to iShares MSCI EAFE Index Fund.* |
5 | — | Form of Unified Distribution Agreement between the Registrant and BlackRock Investments, LLC, formerly known as BlackRock Investments, Inc.(13) |
6 | — | None. |
7 | — | Not Applicable. |
8(a) | — | Form of Administration Agreement between Registrant and BlackRock Advisors, LLC.(9) |
8(b) | — | Schedule A, amended April 30, 2015, to the Administration Agreement between Registrant and BlackRock Advisors, LLC.(17) |
8(c) | — | Form of Transfer Agency and Shareholder Services Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc.(10) |
8(d) | — | Form of Administrative Services Agreement between Registrant and State Street Bank and Trust Company.(5) |
8(e) | — | Form of Eighth Amended and Restated Expense Limitation Agreement by and between the Registrant, BlackRock Advisors, LLC, BlackRock Fund Advisors and BlackRock Investments, LLC.(7) |
8(f) | — | Form of Shareholders’ Administrative Services Agreement between Registrant and BlackRock Advisors, LLC. (f/k/a BlackRock Advisors, Inc.(12) |
8(g) | — | Form of Custody Agreement between Registrant, on behalf of iShares MSCI EAFE International Index Fund, and State Street Bank and Trust Company.(19) |
8(h) | — | Form of Fifth Amended and Restated Credit Agreement among Registrant, on behalf of iShares MSCI EAFE International Index Fund, a syndicate of banks and certain other parties.(20) |
8(i) | — | Form of Third Amended and Restated Securities Lending Agency Agreement between the Registrant Portfolio and BlackRock Institutional Trust Company, N.A.(15) |
Exhibit
Number |
Description | |
9(a) | — | Opinion of Sidley Austin LLP.(11) |
9(b) | — | Opinion of Miles & Stockbridge P.C.(16) |
10(a) | — | Consent of Independent Registered Public Accounting Firm.* |
11 | — | None. |
12 | — | Certificate of Merrill Lynch Asset Management.(2) |
13 | — | Form of Investor A Distribution Plan.(14) |
14 | — | Amended Plan pursuant to Rule 18f-3.(16) |
15(a) | — | Code of Ethics of BlackRock Advisors, LLC.(6) |
15(b) | — | Code of Ethics of the Registrant.(6) |
15(c) | — | Code of Ethics of BlackRock Investments, LLC.(6) |
16(a) | — | Power of Attorney, dated February 18, 2016, for Susan J. Carter, Collette Chilton, Neil A. Cotty, Rodney D. Johnson, Cynthia A. Montgomery, Joseph P. Platt, Robert C. Robb, Jr., Mark Stalnecker, Kenneth L. Urish, Claire A. Walton, Frederick W. Winter and John M. Perlowski.(8) |
16(b) | — | Power of Attorney, dated February 22, 2018, for Robert Fairbairn.(21) |
* | Filed herewith. |
(1) | Filed on October 31, 1996 as an Exhibit to Registrant’s initial Registration Statement on Form N-1A under the Securities Act of 1933, as amended (File No. 333-15265) (the “Registration Statement”). |
(2) | Filed on January 31, 1997 as an Exhibit to Pre-Effective Amendment No. 1 to the Registration Statement. |
(3) | Reference is made to Article II, Article IV, Article V (sections 2, 3, 4, 6, 7 and 8), Article VI, Article VII and Article IX of the Registrant’s Articles of Incorporation, as amended and supplemented, filed as Exhibit (1) to the Registration Statement, and to Article I, Article II (sections 2, 3 and 4), Article III (section 5), Article IV (sections 1, 2 and 5) and Article V of the Registrant’s Amended and Restated By-Laws filed as Exhibit (2) to the Registration Statement. |
(4) | Filed on April 23, 2003 as an Exhibit to Post-Effective Amendment No. 8 to the Registration Statement. |
(5) | Incorporated by reference to Exhibit 8(c) to Post-Effective Amendment No. 20 to Merrill Lynch Growth Fund’s Registration Statement on Form N-1A (File Nos. 33-10794), filed on February 16, 2001. |
(6) | Incorporated by reference to an Exhibit to Post-Effective No. 48 to the Registration Statement on Form N-1A of BlackRock Advantage U.S. Total Market Fund, Inc. (f/k/a BlackRock Value Opportunities Fund, Inc.) (File No. 2-60836), filed on July 28, 2014. |
(7) | Incorporated by reference to Exhibit 8(f) to Post-Effective Amendment No. 736 to the Registration Statement on Form N-1A of BlackRock Funds SM (File No. 33-26305), filed on September 28, 2017. |
(8) | Incorporated by reference to Post-Effective Amendment No. 545 to the Registration Statement on Form N-1A of BlackRock Funds SM (File No. 33-26305), filed on February 22, 2016. |
(9) | Filed on April 27, 2007 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. |
(10) | Incorporated by reference to Exhibit 8(a) to Post-Effective Amendment No. 48 to the Registration Statement on Form N-1A of BlackRock Series Fund, Inc. (File No. 2-69062), filed on April 18, 2014. |
(11) | Filed on April 25, 2006 as Exhibit 10(b) to Post-Effective Amendment No. 11 to the Registration Statement. |
(12) | Incorporated by reference to Post-Effective Amendment No. 450 to the Registration Statement on Form N-1A of BlackRock Funds FM (File No. 33-26305), filed on April 29, 2015. |
(13) | Incorporated by reference to Exhibit 5(a) to Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A of BlackRock Advantage Global Funds. Inc. (f/k/a BlackRock Global Small Cap Fund, Inc.) (File No. 33-53399), filed on October 28, 2008. |
(14) | Filed on April 30, 2009 as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement. |
(15) | Incorporated by reference to Exhibit 8(m) of Post-Effective Amendment No. 851 to the Registration Statement on Form N-1A of BlackRock Funds SM (File No. 33-26305), filed on April 27, 2018. |
(16) | Filed on March 31, 2011 as an Exhibit to Post-Effective Amendment No. 20 to the Registration Statement. |
(17) | Filed on April 30, 2015 as an Exhibit to Post-Effective Amendment No. 29 to the Registration Statement. |
(18) | Filed on April 29, 2016 as an Exhibit to Post-Effective Amendment No. 31 to the Registration Statement. |
(19) | Incorporated by reference to Exhibit 7 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Maryland Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust (File No. 33-49873), filed on October 30, 2001. |
(20) | Incorporated by reference to Exhibit 8(d) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A of BlackRock Series Fund, Inc. (File No. 2-69062), filed on April 23, 2018. |
(21) | Incorporated by reference to Exhibit 99(b) to Post-Effective Amendment No. 839 to the Registration Statement on Form N-1A of BlackRock Funds SM (File No. 33-26305), filed on February 28, 2018. |
(22) | Filed on August 1, 2016 as an Exhibit to Post-Effective Amendment No. 33 to the Registration Statement. |
Name | Position(s) and Office(s) with BRIL |
Position(s)
and
Office(s) with Registrant |
Abigail Reynolds | Chairman and Member, Board of Managers, and Chief Executive Officer | None |
Christopher J. Meade | General Counsel, Chief Legal Officer and Senior Managing Director | None |
Saurabh Pathak | Chief Financial Officer and Director | None |
Gregory Rosta | Chief Compliance Officer and Director | None |
Name | Position(s) and Office(s) with BRIL |
Position(s)
and
Office(s) with Registrant |
Jon Maro | Chief Operating Officer and Director | None |
Anne Ackerley | Member, Board of Managers, and Managing Director | None |
Blair Alleman | Managing Director | None |
Michael Bishopp | Managing Director | None |
Thomas Callahan | Managing Director | None |
Samara Cohen | Managing Director | None |
John Diorio | Managing Director | None |
Lisa Hill | Managing Director | None |
Brendan Kyne | Managing Director | None |
Paul Lohrey | Managing Director | None |
Martin Small | Managing Director | None |
Jonathan Steel | Managing Director | None |
Katrina Gil | Director | None |
Chris Nugent | Director | None |
Andrew Dickson | Director and Secretary | None |
Terri Slane | Director and Assistant Secretary | None |
Lourdes Sanchez | Vice President | None |
Lita Midwinter | Anti-Money Laundering Officer | None |
Robert Fairbairn | Member, Board of Managers | Director |
Sarah Melvin | Member, Board of Managers | None |
Richard Prager | Member, Board of Managers | None |
Gerald Pucci | Member, Board of Managers | None |
Salim Ramji | Member, Board of Managers | None |
BlackRock
Index Funds, Inc. (Registrant)
on behalf of iShares MSCI EAFE International Index Fund and iShares Russell 2000 Small-Cap Index Fund |
|
By: | /s/ John M. Perlowski |
(John
M. Perlowski,
President and Chief Executive Officer) |
Signature | Title | Date | ||
/s/
John M. Perlowski
(John M. Perlowski) |
Director,
President and Chief Executive Officer
(Principal Executive Officer) |
April 30, 2018 | ||
/s/
Neal J. Andrews
(Neal J. Andrews) |
Chief
Financial Officer (Principal
Financial and Accounting Officer) |
April 30, 2018 | ||
Susan
J. Carter*
(Susan J. Carter) |
Director | |||
Collette
Chilton*
(Collette Chilton) |
Director | |||
Neil
A. Cotty*
(Neil A. Cotty) |
Director | |||
Rodney
D. Johnson*
(Rodney D. Johnson) |
Director | |||
Cynthia
A. Montgomery*
(Cynthia A. Montgomery) |
Director | |||
Joseph
P. Platt*
(Joseph P. Platt) |
Director | |||
Robert
C. Robb, Jr.*
(Robert C. Robb, Jr.) |
Director | |||
Mark
Stalnecker*
(Mark Stalnecker) |
Director | |||
Kenneth
L. Urish*
(Kenneth L. Urish) |
Director | |||
Claire
A. Walton*
(Claire A. Walton) |
Director |
Signature | Title | Date | ||
Frederick
W. Winter*
(Frederick W. Winter) |
Director | |||
Robert
Fairbairn*
(Robert Fairbairn) |
Director | |||
*By:
/s/ Benjamin
Archibald
(Benjamin Archibald, Attorney-In-Fact) |
April 30, 2018 |
Quantitative
Master Series LLC
on Behalf of Master Small Cap Index Series |
|
By: | /s/ John M. Perlowski |
(John
M. Perlowski,
President and Chief Executive Officer) |
Signature | Title | Date | ||
/s/ John
M. Perlowski
(John M. Perlowski) |
Director, President and Chief Executive Officer (Principal Executive Officer) | April 30, 2018 | ||
/s/ Neal
J. Andrews
(Neal J. Andrews) |
Chief Financial Officer (Principal Financial and Accounting Officer) | April 30, 2018 | ||
Susan
J. Carter*
(Susan J. Carter) |
Director | |||
Collette
Chilton*
(Collette Chilton) |
Director | |||
Neil
A. Cotty*
(Neil A. Cotty) |
Director | |||
Rodney
D. Johnson*
(Rodney D. Johnson) |
Director | |||
Cynthia
A. Montgomery*
(Cynthia A. Montgomery) |
Director | |||
Joseph
P. Platt*
(Joseph P. Platt) |
Director | |||
Robert
C. Robb, Jr.*
(Robert C. Robb, Jr.) |
Director | |||
Mark
Stalnecker*
(Mark Stalnecker) |
Director | |||
Kenneth
L. Urish*
(Kenneth L. Urish) |
Director | |||
Claire
A. Walton*
(Claire A. Walton) |
Director | |||
Frederick
W. Winter*
(Frederick W. Winter) |
Director |
Signature | Title | Date | ||
Robert
Fairbairn*
(Robert Fairbairn) |
Director | |||
*By:
/s/ Benjamin Archibald
(Benjamin Archibald, Attorney-In-Fact) |
April 30, 2018 |
Exhibit
Number |
Description | |
1(j) | — | Articles of Amendment, dated June 19, 2017. |
4(b) | — | Form of Sub-Advisory Agreement between BlackRock Advisors, LLC and BlackRock Fund Advisors with respect to iShares MSCI EAFE Index Fund. |
10 | — | Consent of Independent Registered Public Accounting Firm. |
Exhibit 1(j)
BLACKROCK INDEX FUNDS, INC.
ARTICLES OF AMENDMENT
BLACKROCK INDEX FUNDS, INC., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:
FIRST : Pursuant to Section 2-605 of the Maryland General Corporation Law (the MGCL), the charter of the Corporation (the Charter) is hereby amended by renaming each series of the Corporation as set forth below:
Current Name of Series |
New Name of Series |
|
BlackRock Small Cap Index Fund | iShares Russell 2000 Small-Cap Index Fund | |
BlackRock International Index Fund | iShares MSCI EAFE International Index Fund |
SECOND : The amendment to the Charter that is effected by these Articles of Amendment has been approved by a majority of the entire board of directors of the Corporation and is limited to a change expressly authorized by Section 2-605(a)(2) of the MGCL to be made without action by the stockholders of the Corporation.
THIRD : The authorized stock of the Corporation has not been increased by these Articles of Amendment.
FOURTH : As amended hereby, the Charter shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, BLACKROCK INDEX FUNDS, INC. has caused these Articles of Amendment to be signed in its name and on its behalf by the person named below who acknowledges that these Articles of Amendment are the act of the Corporation and that, as to all matters and facts required to be verified under oath and to the best of his knowledge, information and belief under the penalties for perjury, the matters and facts set forth herein are true in all material respects, as of this 19th day of June 2017.
ATTEST: | BLACKROCK INDEX FUNDS, INC. | |||||
/s/ Benjamin Archibald |
By |
/s/ John M. Perlowski |
||||
Benjamin Archibald | John M. Perlowski | |||||
Secretary | President and Chief Executive Officer |
2
Exhibit 4(b)
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of , 2017, between BlackRock Advisors, LLC, a Delaware limited liability company (Adviser), and BlackRock Fund Advisors, a California corporation (Sub-Adviser).
WHEREAS, Adviser has agreed to furnish investment advisory services to BlackRock International Index Fund (the Fund) of BlackRock Index Funds, Inc. (the Corporation), an open-end, management investment company registered under the Investment Company Act of 1940 (the 1940 Act); and
WHEREAS, Adviser wishes to retain Sub-Adviser to provide it with sub-advisory services as described below in connection with Advisers advisory activities on behalf of the Fund;
WHEREAS, the investment management agreement between Adviser and the Corporation dated August 1, 2016 (such Agreement or the most recent successor agreement between such parties relating to advisory services to the Fund is referred to herein as the Advisory Agreement) contemplates that Adviser may appoint a sub-adviser to perform investment advisory services with respect to the Fund;
WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment . Adviser hereby appoints Sub-Adviser to act as sub-adviser with respect to the Fund as provided in Section 6 of the Advisory Agreement. Sub-Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.
2. Services of Sub-Adviser . Subject to the oversight and supervision of Adviser and the Corporations Board of Directors, Sub-Adviser will supervise certain day-to-day operations of the Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) provide investment research and credit analysis concerning the Funds investments; (iii) assist Adviser in determining what portion of the Funds assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of such investments made for the Fund; and (v) maintain the books and records as are required to support Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Corporations Board of Directors, provide to Adviser or the Corporation any of the facilities and equipment and perform any of the services
described in Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Corporation and Adviser informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Fund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with the Funds investment objective, policies and restrictions as stated in the Funds prospectus and statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Corporations Board of Directors.
3. Other Sub-Adviser Covenants . Sub-Adviser further agrees that it:
(a) will comply with (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended and all applicable rules and regulations of the Securities and Exchange Commission (the SEC), (ii) any other applicable provision of law and (iii) the provisions of this Agreement, Articles of Incorporation and Amended and Restated By-Laws of the Corporation as such are amended from time to time;
(b) will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, Sub-Adviser may, subject to the approval of the Corporations Board of Directors, select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of Adviser or Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that Sub-Adviser determines in good faith that such commission is reasonable in terms of either the transaction or the overall responsibility of Adviser and Sub-Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Funds securities be purchased from or sold to Adviser, Sub-Adviser, the Corporations distributor or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law. It is understood that Sub-Adviser may utilize affiliates in connection with the placement of orders with issuers and brokers or dealers, but such use of affiliates shall not affect the responsibility of Sub-Adviser to Adviser for such activities. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, Sub-Adviser may select brokers and dealers with which it or the Corporation is affiliated;
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(c) will maintain or cause Adviser to maintain books and records with respect to the Funds securities transactions and will furnish Adviser and the Corporations Board of Directors such periodic and special reports as they may request;
(d) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When Sub-Adviser makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Funds account are customers of the commercial departments of its affiliates. In dealing with commercial customers of its affiliates, Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Corporation; and
(e) will treat confidentially and as proprietary information of the Corporation all records and other information relative to the Corporation, any of the Funds and the Corporations prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Corporation, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Corporation.
4. Services Not Exclusive . Sub-Advisers services hereunder are not deemed to be exclusive, and Sub-Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.
5. Books and Records . In compliance with the requirements of Rule 31a-3 under the 1940 Act, Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation any such records upon the Corporations request. Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
6. Expenses . During the term of this Agreement, Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred by Sub-Adviser in connection with its duties hereunder; provided that the Board of Directors of the Corporation may approve reimbursement to Sub-Adviser of the pro rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Corporation operations (including, without limitation, compliance matters) (other than the provision of investment advice required to be provided hereunder) of all personnel employed by Sub-Adviser who devote substantial time to Corporation operations or the operations of other investment companies advised or sub-advised by Sub-Adviser.
7. Compensation . For the services provided and the expenses assumed pursuant to this Agreement, Adviser will pay to Sub-Adviser a fee, computed daily and payable monthly, at the annual rate set forth on Appendix A attached hereto. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
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For purposes of the fee rates set forth on Appendix A , the net assets of the Fund shall be calculated pursuant to the procedures adopted by resolutions of the Corporations Board of Directors for calculating the value of the Corporations assets or delegating such calculations to third parties.
If Adviser waives or reimburses any or all of its advisory fee payable under the Advisory Agreement pursuant to an expense limitation agreement or other advisory fee waiver agreement, with respect to the Fund, Sub-Adviser will bear its share of the amount of such waiver or reimbursement by waiving fees otherwise payable to it hereunder on a proportionate basis to be determined by comparing the aggregate fees that would otherwise be paid to it hereunder with respect to the Fund to the aggregate fees that would otherwise be paid by the Corporation to Adviser under the Advisory Agreement with respect to the Fund. Adviser shall inform Sub-Adviser prior to waiving or reimbursing any advisory fees.
8. Limitation of Liability . Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations or duties under this Agreement.
9. Duration and Termination . This Agreement will become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect with respect to the Fund until for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Corporations Board of Directors who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Corporations Board of Directors or by a vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, this Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the Corporation (by vote of the Corporations Board of Directors or by vote of a majority of the outstanding voting securities of the Fund), or by Adviser or Sub-Adviser on sixty days written notice, and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings as such terms in the 1940 Act.)
10. Notices . Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.
11. Amendment of this Agreement . No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.
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12. Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.
13. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.
14. Counterparts . This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
BLACKROCK ADVISORS, LLC | ||
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BLACKROCK FUND ADVISORS | ||
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Name: Title: |
AGREED AND ACCEPTED as of the date first set forth above |
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BLACKROCK INDEX FUNDS, INC. | ||
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Appendix A
Fund and Sub-Advisory Fee
Pursuant to Section 7, for that portion of the Fund for which the Sub-Adviser acts as sub-adviser, Adviser shall pay a fee to Sub-Adviser equal to percent ( %) of the advisory fee received by the Adviser from the Fund with respect to such portion, net of: (i) expense waivers and reimbursements, (ii) expenses relating to distribution and sales support activities borne by the Adviser, and (iii) administrative, networking, recordkeeping, sub-transfer agency and shareholder services expenses borne by the Adviser.
Appendix A-1
Exhibit 10
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 38 to Registration Statement No. 333-15265 on Form N-1A of our reports dated February 23, 2018, relating to the financial statements and financial highlights of iShares MSCI EAFE International Index Fund (formerly BlackRock International Index Fund), iShares Russell 2000 Small-Cap Index Fund (formerly BlackRock Small Cap Index Fund) of BlackRock Index Funds, Inc., and Master Small Cap Index Series of Quantitative Master Series LLC, appearing in the Annual Report on Form N-CSR of the BlackRock Index Funds, Inc. for the year ended December 31, 2017, and to the references to us under the headings Financial Highlights and Independent Registered Public Accounting Firm in the Prospectuses and Independent Registered Public Accounting Firm and Financial Statements in the Statement of Additional Information, which are part of such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 26, 2018