2021 Prospectus |
|
► | BlackRock U.S. Equity Factor Rotation ETF | DYNF | NYSE ARCA |
Ticker: DYNF | Stock Exchange: NYSE Arca |
(ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||||||
Management Fees1 |
Distribution and Service (12b-1) Fees |
Other Expenses |
Total Annual Fund Operating Expenses |
Fee Waiver1 | Total Annual Fund Operating Expenses After Fee Waiver1 | |||||
— |
1 | |
1 Year | 3 Years | 5 Years | 10 Years | |||||
$ |
$ |
$ |
$ |
One Year | Since Fund Inception | ||
(Inception Date): |
|||
Return Before Taxes | |||
Return after Taxes on Distributions1 | |||
Return after Taxes on Distributions and Sale of Fund Shares1 | |||
MSCI USA Index2 (Index returns do not reflect deductions for fees, expenses or taxes) |
1 | |
2 | |
■ | General Impact. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, temporary closures of stores, restaurants and other commercial establishments, layoffs, defaults and other significant economic impacts, as well as general concern and uncertainty. |
■ | Market Volatility. The outbreak has also resulted in extreme volatility, severe losses, and disruptions in markets which can adversely impact the Fund and its investments, including impairing hedging activity to the extent a Fund engages in such activity, as expected correlations between related markets or instruments may no longer apply. In addition, to the extent the Fund invests in short-term instruments that have negative yields, the Fund’s value may be impaired as a result. Certain issuers of equity securities have cancelled or announced the suspension of dividends. The outbreak has, and may continue to, negatively affect the credit ratings of some fixed income securities and their issuers. |
■ | Market Closures. Certain local markets have been or may be subject to closures, and there can be no assurance that trading will continue in any local markets in which the Fund may invest, when any resumption of trading will occur or, once such markets resume trading, whether they will face further closures. Any suspension of trading in markets in which the Fund invests will have an impact on the Fund and its investments and will impact the Fund’s ability to purchase or sell securities in such markets. |
■ | Operational Risk. The outbreak could also impair the information technology and other operational systems upon which the Fund’s service providers, including BFA, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform critical tasks relating to the Fund, for example, due to the service providers’ employees performing tasks in alternate locations than under normal operating conditions or the illness of certain employees of the Fund’s service providers. |
BlackRock U.S. Equity Factor Rotation ETF | |||||
Year Ended 07/31/21 |
Year Ended 07/31/20 |
Period From 03/19/19(a) to 07/31/19 | |||
Net asset value, beginning of period | $27.27 | $26.52 | $25.00 | ||
Net investment income(b) | 0.45 | 0.52 | 0.16 | ||
Net realized and unrealized gain(c) | 9.78 | 0.67 | 1.48 | ||
Net increase from investment operations | 10.23 | 1.19 | 1.64 | ||
Distributions(d) | |||||
From net investment income | (0.47) | (0.44) | (0.12) | ||
Total distributions | (0.47) | (0.44) | (0.12) | ||
Net asset value, end of period | $37.03 | $27.27 | $26.52 | ||
Total Return | |||||
Based on net asset value | 37.87% | 4.61% | 6.59%(e) | ||
Ratios to Average Net Assets | |||||
Total expenses | 0.30% | 0.30% | 0.30%(f) | ||
Total expenses after fees waived | 0.20% | 0.20% | 0.20%(f) | ||
Net investment income | 1.41% | 1.97% | 1.74%(f) | ||
Supplemental Data | |||||
Net assets, end of period (000) | $96,288 | $89,992 | $21,214 | ||
Portfolio turnover rate(g) | 146% | 175% | 42%(e) | ||
(a) Commencement of operations. | |||||
(b) Based on average shares outstanding. | |||||
(c) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities. | |||||
(d) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. | |||||
(e) Not annualized. | |||||
(f) Annualized. | |||||
(g) Portfolio turnover rate excludes in-kind transactions. |
Call: | 1-800-474-2737 (toll free) |
Write: | c/o BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
Fund | Ticker | Listing Exchange | ||
BlackRock U.S. Equity Factor Rotation ETF (the “Fund”) | DYNF | NYSE Arca |
• | Communications of Data Files: The Fund may make available through the facilities of the National Securities Clearing Corporation (“NSCC”) or through posting on the www.blackrock.com, prior to the opening of trading on each business day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle purchases of the Fund (i.e. Deposit Securities) or that Authorized Participants would receive from the Fund to settle redemptions of the Fund (i.e. Fund Securities (as defined below)). These files are known as the Portfolio Composition File and the Fund Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or posted on www.blackrock.com after the close of markets in the U.S. |
• | Communications with Authorized Participants and Liquidity Providers: Certain employees of BFA are responsible for interacting with Authorized Participants and liquidity providers with respect to discussing custom basket proposals as described in the Custom Baskets section of this SAI. As part of these discussions, these employees may discuss with an Authorized Participant or liquidity provider the securities the Fund is willing to accept for a creation, and securities that the Fund will provide on a redemption. |
• | Communications with Listing Exchanges: From time to time, employees of BFA may discuss portfolio holdings information with the applicable primary listing exchange for the Fund as needed to meet the exchange listing standards. |
• | Communications with Other Portfolio Managers: Certain information may be provided to employees of BFA who manage funds that invest a significant percentage of their assets in shares of an underlying fund as necessary to manage to the fund’s investment objective and strategy. |
• | Communication of Other Information: Certain explanatory information regarding the Files is released to Authorized Participants and liquidity providers on a daily basis, but is only done so after the Files are posted to www.blackrock.com. |
• | Third-Party Service Providers. Certain portfolio holdings information may be disclosed to Fund Trustees and their counsel, outside counsel for the Fund, auditors and to certain third party service providers (i.e., fund administrator, custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with applicable policies, agreements with the Fund, the terms of the current registration statement and federal securities laws and regulations thereunder. |
• | Liquidity Metrics: “Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any party. |
1. | Concentrate its investments in a particular industry, as that term is used in the Investment Company Act. |
2. | Borrow money, except as permitted under the Investment Company Act. |
3. | Issue senior securities to the extent such issuance would violate the Investment Company Act. |
4. | Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. | Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law. |
6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the extent prohibited by the Investment Company Act. |
a. | Purchase securities of other investment companies, except to the extent permitted by the Investment Company Act. As a matter of policy, however, the Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1). |
b. | Make short sales of securities or maintain a short position, except to the extent permitted by the Fund’s Prospectus and SAI, as amended from time to time, and applicable law. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 Fairbairn 1965 |
Trustee (Since 2019) |
Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock's Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | 104 RICs consisting of 260 Portfolios | None |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
John M. Perlowski3 1964 |
Trustee, President and Chief Executive Officer (Since 2019) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 106 RICs consisting of 262 Portfolios | None |
1 | The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex. |
3 | Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Mark Stalnecker 1951 |
Chair of the Board and Trustee (Since 2019) |
Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; 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 and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014. | 30 RICs consisting of 157 Portfolios | None |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Bruce R. Bond 1946 |
Trustee (Since 2019) |
Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007. | 30 RICs consisting of 157 Portfolios | None | ||||
Susan J. Carter 1956 |
Trustee (Since 2019) |
Director, Pacific Pension Institute from 2014 to 2018; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“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 from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020. | 30 RICs consisting of 157 Portfolios | None |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Collette Chilton 1958 |
Trustee (Since 2019) |
Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006: Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020. | 30 RICs consisting of 157 Portfolios | None | ||||
Neil A. Cotty 1954 |
Trustee (Since 2019) |
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. | 30 RICs consisting of 157 Portfolios | None | ||||
Lena G. Goldberg 1949 |
Trustee (Since 2019) |
Director, Charles Stark Draper Laboratory, Inc. since 2013; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President – Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985. | 30 RICs consisting of 157 Portfolios | None |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Henry R. Keizer 1956 |
Trustee (Since 2019) |
Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010. | 30 RICs consisting of 157 Portfolios | Hertz Global Holdings (car rental); Sealed Air Corp. (packaging); GrafTech International Ltd. (materials manufacturing); Montpelier Re Holdings, Ltd. (publicly held property and casualty reinsurance) from 2013 to 2015; WABCO (commercial vehicle safety systems) from 2015 to 2020. | ||||
Cynthia A. Montgomery 1952 |
Trustee (Since 2019) |
Professor, Harvard Business School since 1989. | 30 RICs consisting of 157 Portfolios | Newell Rubbermaid, Inc. (manufacturing) from 1995 to 2016. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Donald C. Opatrny 1952 |
Trustee (Since 2019) |
Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2018; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020. | 30 RICs consisting of 157 Portfolios | None | ||||
Joseph P. Platt 1947 |
Trustee (Since 2019) |
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. | 30 RICs consisting of 157 Portfolios | Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
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 | ||||
Kenneth L. Urish 1951 |
Trustee (Since 2019) |
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. | 30 RICs consisting of 157 Portfolios | None | ||||
Claire A. Walton 1957 |
Trustee (Since 2019) |
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 from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015. | 30 RICs consisting of 157 Portfolios | None |
1 | The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Independent Trustees 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 Trustees on a case-by-case basis, as appropriate. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
Principal Occupation(s) During Past Five Years | ||
Officers Who Are Not Trustees | ||||
Jennifer McGovern 1977 |
Vice President (Since 2019) |
Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock's Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019. | ||
Trent Walker 1974 |
Chief Financial Officer (Since 2021) |
Managing Director of BlackRock, Inc. since 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCo from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VII, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
Jay M. Fife 1970 |
Treasurer (Since 2019) |
Managing Director of BlackRock, Inc. since 2007. | ||
Charles Park 1967 |
Chief Compliance Officer (Since 2019) |
Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income 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. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service) |
Principal Occupation(s) During Past Five Years | ||
Lisa Belle 1968 |
Anti-Money Laundering Compliance Officer (Since 2019) |
Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012. | ||
Janey Ahn 1975 |
Secretary (Since 2019) |
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. |
1 | The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Officers of the Trust serve at the pleasure of the Board. |
Name | Aggregate Dollar Range of Equity Securities in the Fund |
Aggregate Dollar Range of Equity Securities in Supervised Funds | ||
Interested Trustees: | ||||
Robert Fairbairn | None | Over $100,000 | ||
John M. Perlowski | None | Over $100,000 | ||
Independent Trustees: | ||||
Bruce R. Bond | None | Over $100,000 | ||
Susan J. Carter | None | Over $100,000 | ||
Collette Chilton | None | Over $100,000 | ||
Neil A. Cotty | None | Over $100,000 | ||
Lena G. Goldberg | None | Over $100,000 | ||
Henry R. Keizer | None | Over $100,000 | ||
Cynthia A. Montgomery | None | Over $100,000 | ||
Donald C. Opatrny | None | Over $100,000 | ||
Joseph P. Platt | None | Over $100,000 | ||
Mark Stalnecker | None | Over $100,000 | ||
Kenneth L. Urish | None | Over $100,000 | ||
Claire A. Walton | Over $100,000 | Over $100,000 |
Name | Compensation from the Fund |
Estimated Annual Benefits Upon Retirement |
Aggregate Compensation from the Fund and Other BlackRock- Advised Funds1 | |||
Interested Trustees: | ||||||
Robert Fairbairn | None | None | None | |||
John M. Perlowski | None | None | None | |||
Independent Trustees: | ||||||
Bruce R. Bond | $712 | None | $400,000 | |||
Susan J. Carter | $712 | None | $400,000 | |||
Collette Chilton | $712 | None | $400,000 | |||
Neil A. Cotty | $712 | None | $400,000 | |||
Lena G. Goldberg2 | $713 | None | $430,000 | |||
Henry R. Keizer3 | $713 | None | $430,000 | |||
Cynthia A. Montgomery4 | $713 | None | $430,000 | |||
Donald C. Opatrny5 | $713 | None | $430,000 | |||
Joseph P. Platt | $712 | None | $400,000 | |||
Mark Stalnecker6 | $717 | None | $520,000 | |||
Kenneth L. Urish | $712 | None | $400,000 | |||
Claire A. Walton | $712 | None | $400,000 |
1 | For the number of BlackRock-advised Funds from which each Trustee receives compensation, see the biographical information chart beginning on page 18. |
2 | Chair of the Compliance Committee. |
3 | Chair of the Audit Committee. |
4 | Chair of the Governance Committee. |
5 | Chair of the Performance Oversight Committee. |
6 | Chair of the Board and Chair of the Ad Hoc Topics Committee. |
Name and Address | Percentage of Ownership | |
Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94014 |
62.68% | |
Raymond James 880 Carillon Parkway P.O. Box 12749 St. Petersburg, FL 33733-1102 |
8.35% | |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399 |
9.99% | |
National Financial Services LLC 499 Washington Boulevard, 5th Floor Jersey City, NJ 07310 |
7.11% |
Management Fee for the Fiscal Year Ended July 31, 2021 |
Fund Inception Date |
Management Fees Paid Net of Waivers for the Fiscal Year Ended July 31, 2021 |
Management Fees Paid Net of Waivers for the Fiscal Year Ended July 31, 2020 |
Management Fees Paid Net of Waivers for the Fiscal Year Ended July 31, 2019 | ||||
0.20% | 03/19/19 | $172,755 | $137,605 | $15,131 |
He Ren | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 2 | $268.3 Million | ||
Other Pooled Investment Vehicles | 14 | 9.62 Billion | ||
Other Accounts | 4 | 2.24 Billion |
Phil Hodges | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 2 | $268.3 Million | ||
Other Pooled Investment Vehicles | 27 | 17.00 Billion | ||
Other Accounts | 9 | 3.24 Billion |
He Ren | ||||
Types of Accounts | Number of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate of Total Assets | ||
Registered Investment Companies | 0 | $0 | ||
Other Pooled Investment Vehicles | 0 | 0 | ||
Other Accounts | 0 | 0 |
Phil Hodges | ||||
Types of Accounts | Number of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate of Total Assets | ||
Registered Investment Companies | 0 | $0 | ||
Other Pooled Investment Vehicles | 0 | 0 | ||
Other Accounts | 0 | 0 |
Fund Inception Date | Administration, Custody and Transfer Agency Expenses Paid During the Fiscal Year Ended July 31, 2021 |
Administration, Custody and Transfer Agency Expenses Paid During the Fiscal Year Ended July 31, 2020 |
Administration, Custody and Transfer Agency Expenses Paid During the Fiscal Year Ended July 31, 2019 | |||
03/19/19 | $44,305 | $50,235 | $17,410 |
(1) | selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on behalf of the Fund with each such borrower; |
(2) | negotiating the terms of securities loans, including the amount of fees; |
(3) | directing the delivery of loaned securities; |
(4) | monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of excess collateral, as necessary; |
(5) | investing cash collateral received in connection with any loaned securities; |
(6) | monitoring distributions on loaned securities (for example, interest and dividend activity); |
(7) | in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned securities; and |
(8) | terminating securities loans and arranging for the return of loaned securities to the Fund at loan termination. |
BlackRock U.S. Equity Factor Rotation ETF | |
Gross income from securities lending activities | $2,677 |
Fees and/or compensation for securities lending activities and related services | |
Securities lending income paid to BTC for services as securities lending agent | $477 |
Cash collateral management expenses not included in securities lending income paid to BTC | $280 |
Administrative fees not included in securities lending income paid to BTC | $0 |
Indemnification fees not included in securities lending income paid to BTC | $0 |
Rebates (paid to borrowers) | $(2) |
Other fees not included in securities lending income paid to BTC | $0 |
Aggregate fees/compensation for securities lending activities | $755 |
Net income from securities lending activities | $1,922 |
Fund Inception Date | Brokerage Commissions Paid During the Fiscal Year Ended July 31, 2021 |
Brokerage Commissions Paid During the Fiscal Year Ended July 31, 2020 |
Brokerage Commissions Paid During the Period Ended July 31, 2019 | |||
03/19/19 | $12,893 | $21,201 | $959 |
Amount of Commissions Paid to Brokers for Providing 28(e) Eligible Research Services |
Amount of Brokerage Transactions Involved | |
$0 | $0 |
Issuer | Market Value of Investment | |
Bank of America Corp | $1,375,244 | |
Wells Fargo and Co. | $276,191 |
Shares Per Creation Unit |
Approximate Value Per Creation Unit (U.S.$) | |
25,000 | $913,500 |
Standard Creation Transaction Fee |
Maximum Additional Charge* | |
$1,750 | 3.0% |
* | As a percentage of the net asset value per Creation Unit. |
Standard Redemption Transaction Fee |
Maximum Additional Charge* | |
$1,750 | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales, and other special transactions |
• | Compensation and benefits |
• | Environmental and social issues |
• | General corporate governance matters and shareholder protections |
• | Shareholder proposals |
• | Establishing an appropriate corporate governance structure |
• | Supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred |
• | Providing oversight on the identification and management of material, business operational and sustainability-related risks |
• | Overseeing the financial resilience of the company, the integrity of financial statements, and the robustness of a company’s Enterprise Risk Management1 frameworks |
• | Making decisions on matters that require independent evaluation which may include mergers, acquisitions and disposals, activist situations or other similar cases |
• | Establishing appropriate executive compensation structures |
• | Addressing business issues, including environmental and social issues, when they have the potential to materially impact the company’s long-term value |
• | Current or recent employment at the company or a subsidiary |
• | Being, or representing, a shareholder with a substantial shareholding in the company |
• | Interlocking directorships |
• | Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best interests of the company |
• | Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD; and |
• | Publish SASB-aligned reporting with industry-specific, material metrics and rigorous targets2. |
• | BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock |
• | Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock |
• | Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock |
• | BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock |
• | Adopted the Guidelines which are designed to advance our clients’ interests in the companies in which BlackRock invests on behalf of clients. |
• | Established a reporting structure that separates BIS from employees with sales, vendor management, or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including, but not limited to, our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met. |
• | Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also use an independent fiduciary to vote proxies of: |
i. | public companies that include BlackRock employees on their boards of directors, |
ii. | public companies of which a BlackRock, Inc. board member serves as a senior executive, |
iii. | public companies that are the subject of certain transactions involving BlackRock Funds, |
iv. | public companies that are joint venture partners with BlackRock, and |
v. | public companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. |
Contents | |
Introduction | A-15 |
Voting guidelines | A-15 |
Boards and directors | A-15 |
Auditors and audit-related issues | A-20 |
Capital structure proposals | A-20 |
Mergers, acquisitions, asset sales, and other special transactions | A-21 |
Executive Compensation | A-22 |
Environmental and social issues | A-24 |
General corporate governance matters | A-25 |
Shareholder Protections | A-27 |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure |
• | Mergers, acquisitions, asset sales, and other special transactions |
• | Executive compensation |
• | Environmental and social issues |
• | General corporate governance matters |
• | Shareholder protections |
• | Employment as a senior executive by the company or a subsidiary within the past five years |
• | An equity ownership in the company in excess of 20% |
• | Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company |
• | When evaluating controlled companies, as defined by the U.S. stock exchanges, we may vote against insiders or affiliates who sit on the audit committee, but not other key committees |
• | Where the board has failed to exercise sufficient oversight with regard to material ESG risk factors, or the company has failed to provide shareholders with adequate disclosure to conclude appropriate strategic consideration is given to these factors by the board |
• | Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, we may vote against members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee |
• | Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue |
• | The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. This may not apply in the case of a controlled company |
• | Where it appears the director has acted (at the company or at other companies) in a manner that compromises his/her ability to represent the best long-term economic interests of shareholders |
• | Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance |
• | Where a director serves on an excessive number of boards, which may limit his/her capacity to focus on each board’s requirements. The following identifies the maximum number of boards on which a director may serve, before he/she is considered to be over-committed: |
Public Company Executive or Fund Manager4 |
# Outside Public Boards5 | Total # of Public Boards | |
Director A | ✓ | 1 | 2 |
Director B | 3 | 4 |
• | The independent chair or lead independent director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession |
• | The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial against vote |
• | The independent chair or lead independent director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that receive substantial support, and the proposals, in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation |
• | The independent chair or lead independent director and members of the nominating/governance committee, where a board implements or renews a poison pill without shareholder approval |
• | The independent chair or lead independent director and members of the nominating/governance committee, where a board amends the charter/articles/bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights |
• | Members of the compensation committee where the company has repriced options without shareholder approval |
• | If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding the actions of a committee and the responsible member(s) or committee chair are not up for re-election, we will generally register our concern by voting against all available members of the relevant committee |
• | The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company |
• | The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and/or assess candidates |
• | The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and/or sensitive details |
• | Demographics related to board diversity, including, but not limited to, gender, ethnicity, race, age, and geographic location, in addition to measurable milestones to achieve a boardroom reflective of multi-faceted racial, ethnic, and gender representation |
Combined Chair / CEO Model | Separate Chair Model | ||
Chair / CEO | Lead Independent Director | Chair | |
Board Meetings | Authority to call full meetings of the board of directors | Attends full meetings of the board of directors Authority to call meetings of independent directors Briefs CEO on issues arising from executive sessions |
Authority to call full meetings of the board of directors |
Agenda | Primary responsibility for shaping board agendas, consulting with the lead independent director | Collaborates with chair / CEO to set board agenda and board information | Primary responsibility for shaping board agendas, in conjunction with CEO |
Board Communications | Communicates with all directors on key issues and concerns outside of full board meetings | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning |
• | Appears to have a legitimate financing motive for requesting blank check authority |
• | Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes |
• | Has a history of using blank check preferred stock for financings |
• | Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility |
• | The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply |
• | There should be clear strategic, operational, and/or financial rationale for the combination |
• | Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and/or board members’ financial interests appear likely to affect their ability to place shareholders’ interests before their own |
• | We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions |
• | Whether we believe that the triggering event is in the best interests of shareholders |
• | Whether management attempted to maximize shareholder value in the triggering event |
• | The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment |
• | Whether excessively large excise tax gross-up payments are part of the pay-out |
• | Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers |
• | Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company |
• | The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance |
• | Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated |
• | There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems |
• | Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD |
• | Publish SASB-aligned reporting with industry-specific, material metrics and rigorous targets |