No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Transcription

1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. PROSPECTUS Continuous Offering June 3, 2016 This prospectus qualifies the distribution of common units (the Common Units ) and advisor class units (the Advisor Class Units ) of the exchange-traded funds listed below (each an ishares Fund and together the ishares Funds ) and, in addition, non-hedged common units (the Non-hedged Common Units ) and nonhedged advisor class units ( Non-hedged Advisor Class Units ) of ishares US Fundamental Index ETF. BlackRock Asset Management Canada Limited ( BlackRock Canada ) is the trustee, manager and portfolio adviser of the ishares Funds and is responsible for the day-to-day administration of the ishares Funds. See Organization and Management Details of the ishares Funds Trustee, Manager and Portfolio Adviser of the ishares Funds. The ishares Funds are organized as trusts and Unitholders of the ishares Funds are not shareholders of a corporation. ishares Fundamental Index Funds ishares International Fundamental Index ETF ( CIE ) ishares Japan Fundamental Index ETF (CAD-Hedged) ( CJP ) ishares US Fundamental Index ETF ( CLU ) ishares Emerging Markets Fundamental Index ETF ( CWO ) ishares Canadian Fundamental Index ETF ( CRQ ) ishares Growth & Income Funds ishares S&P/TSX Canadian Dividend Aristocrats Index ETF ( CDZ ) ishares S&P/TSX Canadian Preferred Share Index ETF ( CPD ) ishares US Dividend Growers Index ETF (CAD-Hedged) ( CUD ) ishares Global Monthly Dividend Index ETF (CAD-Hedged) ( CYH ) ishares Sector Funds ishares Global Real Estate Index ETF ( CGR ) ishares Global Infrastructure Index ETF ( CIF ) ishares Global Water Index ETF ( CWW ) ishares International Growth Funds ishares BRIC Index ETF ( CBQ ) ishares Global Agriculture Index ETF ( COW ) ishares CorePortfolio TM Funds ishares Balanced Income CorePortfolio Index ETF ( CBD ) ishares Balanced Growth CorePortfolio Index ETF ( CBN ) ishares Fixed Income Funds ishares Core High Quality Canadian Bond Index ETF ( XQB ) ishares 1-5 Year Laddered Corporate Bond Index ETF ( CBO ) ishares 1-10 Year Laddered Corporate Bond Index ETF ( CBH ) ishares U.S. High Yield Fixed Income Index ETF (CAD-Hedged) ( CHB ) ishares 1-5 Year Laddered Government Bond Index ETF ( CLF ) ishares 1-10 Year Laddered Government Bond Index ETF ( CLG ) ishares Convertible Bond Index ETF ( CVD )

2 Investment Objectives Capitalized terms used but not otherwise defined have the meanings ascribed herein. The ishares Funds are investment trusts established under the laws of the Province of Ontario. ishares Fundamental Index Funds The ishares Fundamental Index Funds (other than CWO) have been designed to replicate, to the extent possible, the performance of the applicable FTSE RAFI Index, net of expenses. The applicable FTSE RAFI Index for each ishares Fundamental Index Fund is identified in this prospectus under Investment Objectives ishares Fundamental Index Funds. CWO has been designed to provide investors with exposure to the return and performance of an Emerging Markets Benchmark Index (as defined below), net of expenses. CWO currently tracks the performance of the FTSE RAFI Emerging Markets Index. Under normal market conditions, CRQ will primarily invest in securities of one or more ishares ETFs (defined below) and/or Canadian equity securities. Under normal market conditions, CLU will primarily invest in securities of one or more ishares ETFs and/or U.S. equity securities. Under normal market conditions, CIE will primarily invest in securities of one or more ishares ETFs and/or international equity securities. Under normal market conditions, CJP will primarily invest in securities of one or more ishares ETFs and/or Japanese equity securities. Under normal market conditions, CWO will primarily invest in securities of one or more ishares ETFs and/or equity securities of issuers located in emerging market countries. ishares Growth & Income Funds The ishares Growth & Income Funds have been designed to replicate, to the extent possible, the performance of the applicable Growth & Income Index, net of expenses. The applicable Growth & Income Index for each ishares Growth & Income Fund is identified in this prospectus under Investment Objectives ishares Growth & Income Funds. Under normal market conditions, each of CDZ and CPD will primarily invest in securities of one or more ishares ETFs and/or Canadian equity securities. Under normal market conditions, CYH will primarily invest in securities of one or more ishares ETFs and/or international equity securities. Under normal market conditions, CUD will primarily invest in securities of one or more ishares ETFs and/or U.S. equity securities. ishares Sector Funds The ishares Sector Funds have been designed to replicate, to the extent possible, the performance of the applicable Sector Index, net of expenses. The applicable Sector Index for each ishares Sector Fund is identified in this prospectus under Investment Objectives ishares Sector Funds. Under normal market conditions, each of CWW, CGR and CIF will primarily invest in securities of one or more ishares ETFs and/or equity securities issued by international issuers participating in the water, real estate and infrastructure sector, respectively. ishares International Growth Funds The ishares International Growth Funds have been designed to replicate, to the extent possible, the performance of the applicable International Growth Index, net of expenses. The applicable International Growth Index for each ishares International Growth Fund is identified in this prospectus under Investment Objectives ishares International Growth Funds. Under normal market conditions, CBQ will primarily invest in securities of one or more ishares ETFs and/or international equity securities and/or depositary receipts. Under normal market conditions, COW will primarily

3 invest in securities of one or more ishares ETFs and/or equity securities issued by international issuers participating in the agriculture sector. ishares CorePortfolio TM Funds The ishares CorePortfolio TM Funds have been designed to replicate, to the extent possible, the performance of the applicable CorePortfolio TM Index, net of expenses. The applicable CorePortfolio TM Index for each ishares CorePortfolio TM Fund is identified in this prospectus under Investment Objectives ishares CorePortfolio TM Funds. Under normal market conditions, each of CBD and CBN will primarily invest in securities of one or more ishares ETFs and/or international equity securities. ishares Fixed Income Funds The ishares Fixed Income Funds have been designed to replicate, to the extent possible, the performance of the applicable Fixed Income Index, net of expenses. The applicable Fixed Income Index for each ishares Fixed Income Fund is identified in this prospectus under Investment Objectives ishares Fixed Income Funds. Under normal market conditions, each of XQB, CBO, CBH, CLG, CLF and CVD will primarily invest in securities of one or more ishares ETFs and/or Canadian fixed income securities. Under normal market conditions, CHB will primarily invest in securities of one or more ishares ETFs and/or U.S. fixed income securities. See Investment Objectives. Investment Strategies The investment strategy of the ishares Funds is to invest in and hold the Constituent Securities of the applicable Indices in substantially the same proportion as they are reflected in the applicable Indices or to invest in a manner that causes the ishares Fund to replicate the performance of the applicable Indices. See Investment Strategies. General Common Units and Advisor Class Units of each of the ishares Funds, and Non-hedged Common Units and Nonhedged Advisor Class Units of CLU, may be issued and sold on a continuous basis and there is no maximum number of Units that may be issued. The Non-hedged Common Units and the Non-hedged Advisor Class Units of CLU are collectively referred to as the Non-hedged Units. The Common Units, Advisor Class Units and the Nonhedged Units are collectively referred to as the Units. BlackRock Canada, a registered portfolio manager, exempt market dealer and investment fund manager, is the trustee, manager and portfolio adviser of the ishares Funds and is responsible for the administration of the ishares Funds. BlackRock Canada is an indirect, wholly-owned subsidiary of BlackRock, Inc. ( BlackRock ). See Organization and Management Details of the ishares Funds Trustee, Manager and Portfolio Adviser of the ishares Funds. BlackRock Canada has appointed BlackRock Institutional Trust Company, N.A. ( BTC ), a national banking association organized under the laws of the United States of America, as the sub-advisor of the ishares Funds. BlackRock Canada may also appoint other affiliates to provide portfolio management or investment sub-advisory services to the ishares Funds. See Organization and Management Details of the ishares Funds BlackRock Institutional Trust Company, N.A. The Units of each ishares Fund are listed on the Toronto Stock Exchange ( TSX ) and are offered on a continuous basis. Each Unit of a class of an ishares Fund represents an equal, undivided interest in the net assets of the ishares Fund attributable to that class of Units. The ishares Funds issue Units directly to Designated Brokers and

4 Underwriters. Investors may buy or sell Units on the TSX through a registered broker or dealer in the province or territory where the investor resides. Investors may incur customary brokerage commissions when buying or selling Units on the TSX. No fees are paid by a Unitholder to BlackRock Canada or the ishares Funds in connection with the buying or selling of Units on the TSX. Unitholders may redeem Units in any number for cash, subject to a redemption discount, or may exchange a Prescribed Number of Units (or an integral multiple thereof) for Baskets of Securities and/or cash. See Redemption and Exchange of Units Exchange of Units for Baskets of Securities and/or Cash. No underwriter has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus and the securities regulatory authorities have provided the ishares Funds with a decision exempting them from the requirement to include a certificate of an underwriter in this prospectus. The Designated Brokers and Underwriters are not underwriters of the ishares Funds in connection with the distribution of Units under this prospectus. For a discussion of the risks associated with an investment in Units of the ishares Funds, see Risk Factors. In the opinion of counsel, provided that an ishares Fund qualifies as a mutual fund trust within the meaning of the Income Tax Act (Canada) (the Tax Act ), or the Units of the ishares Fund are listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX), such Units will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. Holders of tax-free savings accounts and annuitants of registered retirement savings plans and registered retirement income funds should consult their own tax advisors to ensure Units of an ishares Fund would not be a prohibited investment for purposes of the Tax Act in their particular circumstances. While each ishares Fund is a mutual fund under the securities legislation of certain provinces and territories of Canada, the ishares Funds have been granted exemptive relief from certain provisions of Canadian securities legislation applicable to conventional mutual funds. The Units of the ishares Funds are not in any way sponsored, endorsed, sold or promoted by the Index Providers and the Index Providers make no representation or warranty, express or implied, regarding the advisability of investing in securities generally or in the ishares Funds particularly or the ability of the Indices to track general market performance. Registration of interests in, and transfer of, the Units will be made only through the systems administered by CDS Clearing and Depository Services Inc. Beneficial owners will not have the right to receive physical certificates evidencing their ownership of Units. ishares is a registered trademark of BlackRock or its subsidiaries in the U.S. or elsewhere. Used with permission. During the period in which an ishares Fund is in continuous distribution, additional information will be available in its most recently filed comparative annual financial statements, its most recent interim financial statements filed after its most recent comparative annual financial statements, its most recently filed annual management report of fund performance ( MRFP ), its most recent interim MRFP filed after that annual MRFP and its most recent Summary Document. These documents are or will be incorporated by reference into, and form an integral part of, this prospectus. These documents are publicly available on the ishares Funds website at and may be obtained upon request, at no cost, by calling or by contacting a registered dealer. These documents and other information about the ishares Funds are publicly available at See Documents Incorporated by Reference.

5 TABLE OF CONTENTS IMPORTANT TERMS... 1 PROSPECTUS SUMMARY... 9 Organization and Management Details of the ishares Funds...18 SUMMARY OF FEES AND EXPENSES...19 Fees and Expenses Payable by the ishares Funds...19 Fees and Expenses Payable Directly by You...22 Annual Returns, Management Expense Ratio and Trading Expense Ratio...22 OVERVIEW OF THE LEGAL STRUCTURE OF THE ishares FUNDS...30 INVESTMENT OBJECTIVES...31 ishares Fundamental Index Funds...31 ishares Growth & Income Funds...32 ishares Sector Funds...32 ishares International Growth Funds...33 ishares CorePortfolio TM Funds...33 ishares Fixed Income Funds...33 The Indices...34 ishares Fundamental Index Funds...34 ishares Growth & Income Funds...36 ishares Sector Funds...42 ishares International Growth Funds...44 ishares CorePortfolio Funds...46 ishares Fixed Income Funds...48 Termination of the Indices...50 Use of the Indices...50 INVESTMENT STRATEGIES...50 Investments in ishares ETFs...51 Securities Lending...51 Use of Derivative Instruments...52 OVERVIEW OF THE SECTORS IN WHICH THE ishares FUNDS INVEST...53 ishares Fundamental Index Funds...53 ishares Growth & Income Funds...54 ishares Sector Funds...54 ishares International Growth Funds ishares CorePortfolio Funds ishares Fixed Income Funds INVESTMENT RESTRICTIONS FEES AND EXPENSES Fees and Expenses Payable by the ishares Funds Fees and Expenses Payable Directly by You ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO RISK FACTORS General Risks Relating to an Investment in the ishares Funds Additional Risks Relating to an Investment in Certain ishares Funds Risk Ratings of the ishares Funds DISTRIBUTION POLICY Year-End Distributions Distribution Reinvestment Plan Pre-Authorized Cash Contribution Plan Systematic Withdrawal Plan PURCHASES OF UNITS Continuous Distribution Designated Brokers Issuance of Units Buying and Selling Units Special Considerations for Unitholders Non-Resident Unitholders Registration and Transfer through CDS REDEMPTION AND EXCHANGE OF UNITS Redemption of Units for Cash Exchange of Units for Baskets of Securities and/or Cash Conversion of Units Suspension of Exchanges and Redemptions... 91

6 TABLE OF CONTENTS Costs Associated with Exchanges and Redemptions...91 Exchange, Redemption and Conversion of Units through CDS Participants...91 Short-Term Trading...91 PRICE RANGE AND TRADING VOLUME OF UNITS...92 INCOME TAX CONSIDERATIONS Status of the ishares Funds Taxation of the ishares Funds Taxation of Unitholders Taxation of Registered Plans INTERNATIONAL INFORMATION REPORTING ORGANIZATION AND MANAGEMENT DETAILS OF THE ishares FUNDS Executive Officers and Directors of BlackRock Canada Trustee, Manager and Portfolio Adviser of the ishares Funds Duties and Services to be Provided by the Trustee and Manager Ownership of BlackRock Canada BlackRock Institutional Trust Company, N.A Portfolio Managers of BTC Details of the Investment Sub- Advisory Agreement Conflicts of Interest Independent Review Committee Custodian Sub-custodians Auditor Registrar and Transfer Agent Securities Lending Agents Accounting and Reporting CALCULATION OF NET ASSET VALUE Reporting of Net Asset Values Valuation Policies and Procedures ATTRIBUTES OF THE UNITS ii - Description of the Securities Distributed Certain Provisions of the Units Modification of Terms UNITHOLDER MATTERS Meetings of Unitholders and Voting Matters Requiring Unitholder Approval Amendments to the Declaration of Trust Reporting to Unitholders TERMINATION OF THE ishares FUNDS PRINCIPAL HOLDERS OF SECURITIES OF THE ishares FUNDS PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD MATERIAL CONTRACTS Licence Agreements LEGAL AND ADMINISTRATIVE PROCEEDINGS EXPERTS EXEMPTIONS AND APPROVALS OTHER MATERIAL FACTS Licensing and Trademark Matters PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION DOCUMENTS INCORPORATED BY REFERENCE CERTIFICATE OF THE ishares FUNDS, THE TRUSTEE AND THE MANAGER... C-1

7 IMPORTANT TERMS Unless otherwise indicated, all references to dollar amounts in this prospectus are to Canadian dollars and all references to times in this prospectus are to Toronto time. ADRs, ADSs, GDRs and IDRs American Depositary Receipts, American Depositary Shares, Global Depositary Receipts and International Depositary Receipts, respectively. ADRs, ADSs, GDRs and IDRs are each a type of negotiable financial security that is traded on a local stock exchange but represent a security that is issued by a foreign publicly-listed company. Advisor Class Unit in relation to an ishares Fund, a redeemable, transferable advisor class unit of the ishares Fund. AUM assets under management. Barclays Barclays Risk Analytics and Index Solutions Limited or its affiliates, the provider of the Barclays U.S. High Yield Very Liquid Index (hedged CAD). Barclays License Agreement an agreement between BlackRock Canada, on behalf of CHB, and Barclays dated December 1, 2009, as amended, pursuant to which Barclays has agreed to license the Barclays U.S. High Yield Very Liquid Index (hedged CAD) and certain trademarks of Barclays to BlackRock Canada for use in connection with CHB. Basket of Securities in relation to a particular ishares Fund, a group of Constituent Securities with each Constituent Issuer of that Index being represented by the number of Constituent Securities which, when multiplied by the Constituent Issuer s last sale price per Constituent Security, is approximately equivalent to the Constituent Issuer s Relative Weight in the Index. BlackRock BlackRock, Inc., the ultimate parent company of BlackRock Canada and BlackRock Institutional Trust Company, N.A. BNYM The Bank of New York Mellon, the provider of the BNY Mellon BRIC Select ADR Index CAD Hedged. BNYM License Agreement an agreement between BlackRock and BNYM, as amended, pursuant to which BNYM has agreed to license the BNY Mellon BRIC Select ADR Index CAD Hedged and certain trademarks of BNYM to BlackRock for use in connection with CBQ. BNYM Sublicense Agreement an agreement between BlackRock and BlackRock Canada dated January 15, 2013 pursuant to which BlackRock sub-licensed to BlackRock Canada the rights in respect of the BNY Mellon BRIC Select ADR Index CAD Hedged and certain trademarks of BNYM in connection with CBQ licensed to BlackRock pursuant to the BNYM License Agreement. BRAL BlackRock Advisors (UK) Limited, an affiliate of BlackRock Canada. BRIC Brazil, Russia, India and China. BTC BlackRock Institutional Trust Company, N.A., an affiliate of BlackRock Canada. Canadian securities legislation the securities legislation in force in each province and territory of Canada, all regulations, rules, orders and policies made thereunder and all multilateral and national instruments adopted by the securities regulatory authorities therein and all exemptions therefrom. Canadian Trading Day each day on which trading takes place on the TSX. CDS CDS Clearing and Depository Services Inc. 1

8 CDS Participant a participant in CDS, including a securities broker or dealer, bank, trust company or other institution that directly or indirectly maintains a custodial relationship with CDS which holds Units on behalf of beneficial owners of Units. Cohen & Steers Cohen & Steers Capital Management, Inc., the provider of the Cohen & Steers Global Realty Majors Index. Cohen & Steers Global Realty Majors Index Licence Agreement an agreement dated as of June 30, 2008 between BlackRock Canada and Cohen & Steers pursuant to which BlackRock Canada is permitted to use the Cohen & Steers Global Realty Majors Index and certain trademarks of Cohen & Steers in connection with CGR. Constituent Issuers the issuers of securities included in a portfolio or Index of an ishares Fund from time to time or, where an ishares Fund uses a sampling methodology, the issuers included in the representative sample of issuers intended to replicate the Index as determined from time to time by BlackRock Canada or Index Provider, as the case may be. Constituent Securities the securities included in the portfolio or Index of an ishares Fund from time to time or, where an ishares Fund uses a sampling methodology, the securities of the issuers included in the representative sample of issuers intended to replicate the Index as determined from time to time by BlackRock Canada or Index Provider, as the case may be. Convertible Bonds unsecured, subordinated debentures of issuers that can be converted into equity securities of issuers at a specified price at the option of the holder, and excludes Synthetic Convertible Securities. CorePortfolio TM Indices collectively, the Sabrient Global Balanced Income Index and Sabrient Global Balanced Growth Index, or any replacement index, as applicable, and CorePortfolio TM Index means any one of them. CRA Canada Revenue Agency. Creation Transaction Fee the fee payable in connection with payments of cash or securities, in whole or in part for subscriptions of a Prescribed Number of Units of the applicable ishares Fund, representing, as applicable, brokerage expenses, commissions, transaction costs, costs or expenses related to market impact, and other costs or expenses that the ishares Fund incurs or expects to incur in effecting securities transactions on the market with such payments of cash or securities. Custody Agreement as defined under Prospectus Summary Organization and Management Details of the ishares Funds Custodian Declaration of Trust the amended and restated master declaration of trust establishing the ishares Funds dated as of February 24, 2016 (as may be further amended and/or restated from time to time). derivative an instrument, agreement or security, the market price, value or payment obligations of which are derived from, referenced to or based on an underlying interest. Designated Broker a registered dealer that has entered into a Designated Broker Agreement with BlackRock Canada, on behalf of one or more ishares Funds pursuant to which the Designated Broker agrees to perform certain duties in relation to the ishares Funds. Designated Broker Agreement an agreement between BlackRock Canada, on behalf of an ishares Fund, and a Designated Broker. distribution record date a date determined by BlackRock Canada as the record date for the determination of Unitholders of an ishares Fund entitled to receive a distribution. Emerging Markets Benchmark Index an index selected at the discretion of BlackRock Canada measuring the investment returns of securities issued by companies domiciled or operating primarily in emerging market countries. 2

9 emerging market countries any country represented or eligible for representation in an Emerging Markets Benchmark Index and which generally may be categorized by the International Bank for Reconstruction and Development, in its annual categorization, as middle or low-income. ETFs exchange-traded funds and ETF means any one of them. Exchange Transaction Fee the fee payable in connection with payments of cash or securities, in whole or in part, for exchanges of a Prescribed Number of Units of the applicable ishares Fund, representing, as applicable, brokerage expenses, commissions, transaction costs, costs or expenses related to market impact and other costs or expenses that an ishares Fund incurs or expects to incur in effecting securities transactions on the market to obtain the necessary cash or securities for the exchange. Exposure Score as defined under Investment Objectives ishares Sector Funds S&P Global Water Index. Extraordinary Resolution a resolution passed by not less than 66 2/3% of the votes cast by the Unitholders who voted in respect of that resolution whether at a meeting or by way of written resolution. Fitch Fitch Rating Service Inc., a global rating agency for fixed income securities. Fixed Income Indices collectively, the FTSE TMX Canada Liquid Universe Capped Bond Index, FTSE TMX Canada Convertible Bond Index, Barclays U.S. High Yield Very Liquid Index (hedged CAD), FTSE TMX Canada 1-5 Year Laddered Government Bond Index, FTSE TMX Canada 1-5 Year Laddered Corporate Bond Index, FTSE TMX Canada 1-10 Year Laddered Government Bond Index and FTSE TMX Canada 1-10 Year Laddered Corporate Bond Index, or any replacement index, as applicable, and Fixed Income Index means any one of them. forward contracts agreements between two parties to buy or sell an asset at a specified point in time in the future at a predetermined price and may include physical forward contracts, which are forward contracts that settle by physical delivery of the asset that is bought or sold, as opposed to settlement in cash. FTSE FTSE International Limited, the provider of the FTSE RAFI Indices and the FTSE RAFI Emerging Markets Index. FTSE RAFI Indices collectively, the FTSE RAFI Developed ex US 1000 Index, FTSE RAFI US 1000 Canadian Dollar Hedged Index, FTSE RAFI US 1000 Index, FTSE RAFI Japan Canadian Dollar Hedged Index and FTSE RAFI Canada Index, or any replacement index, as applicable, and FTSE RAFI Index means any one of them. FTSE International Sublicense Agreement the sublicense agreement between BlackRock and BlackRock Canada dated July 1, 2012 pursuant to which BlackRock has sub-licensed to BlackRock Canada the rights in respect of the FTSE RAFI Emerging Markets Index and the FTSE RAFI Indices, and certain trademarks, licenced to BTC pursuant to the FTSE International License Agreement. FTSE RAFI Index Methodology methodology for the management of the FTSE RAFI Indices, published by FTSE and available on its website at FTSE TMX Global Debt Capital Markets FTSE TMX Global Debt Capital Markets Inc., a joint venture between FTSE and TSX Inc. and the Index Provider of the FTSE TMX Canada Liquid Universe Capped Bond Index, the FTSE TMX Canada 1-5 Year Laddered Government Bond Index, the FTSE TMX Canada 1-5 Year Laddered Corporate Bond Index, the FTSE TMX Canada 1-10 Year Laddered Government Bond Index, the FTSE TMX Canada 1-10 Year Laddered Corporate Bond Index and the FTSE TMX Canada Convertible Bond Index. FTSE TMX Licence Agreement an agreement between BlackRock Canada and FTSE TMX Global Debt Capital Markets (a joint venture between FTSE and TSX Inc.) dated as of October 1, 2007 as amended, pursuant to which TSX Inc. has agreed to license the FTSE TMX Canada Liquid Universe Capped Bond Index, the FTSE TMX Canada 1-5 Year Laddered Government Bond Index, the FTSE TMX Canada 1-5 Year Laddered Corporate Bond Index, the FTSE TMX Canada 1-10 Year Laddered Government Bond Index, the FTSE TMX Canada 1-10 Year Laddered Corporate Bond Index and the FTSE TMX Canada Convertible Bond Index. 3

10 futures contracts standardized contracts entered into on domestic or foreign exchanges which call for the future delivery of specified quantities of various assets such as stocks, bonds, agricultural commodities, industrial commodities, currencies, financial instruments, energy products or metals at a specified time and place. The terms and conditions of futures contracts in respect of a particular commodity are standardized and as such are not subject to any negotiation between the buyer and seller. The contractual obligations, depending upon whether one is a buyer or a seller, may be satisfied either by taking or making, as the case may be, physical delivery of an approved grade of commodity or by making an offsetting sale or purchase of an equivalent but opposite futures contract on the same exchange prior to the designated date of delivery. The difference between the price at which the futures contract is sold or purchased and the price paid for brokerage commissions, constitutes the profit or loss to the trader. In market terminology, a trader who purchases a futures contract is long in the market and a trader who sells a futures contract is short in the market. Before a trader closes out his or her long or short position by an offsetting sale or purchase, his or her outstanding contracts are known as open trades or open positions. The aggregate amount of open long or short positions held by traders in a particular contract is referred to as the open interest in such contract. GICS Global Industry Classification Standard. GOC Government of Canada. Growth & Income Indices collectively, the S&P/TSX Canadian Dividend Aristocrats Index, Dow Jones Global Select Dividend Composite Index Canadian Dollar Hedged, S&P/TSX Preferred Share Index and S&P High Yield Dividend Aristocrats CAD Hedged Index, or any replacement index, as applicable, and Growth & Income Index means any one of them. GST federal goods and services tax. HST federal harmonized sales tax. IFRS International Financial Reporting Standards. Index/Indices a benchmark or index, provided by an Index Provider, or a replacement or alternative benchmark or index that applies substantially similar criteria to those currently used by the Index Provider for the benchmark or index, or a successor index that is substantially comprised of or would be substantially comprised of the same Constituent Securities or similar contracts or instruments, which is used by an ishares Fund in relation to the ishares Fund s investment objectives. Index Provider third party providers of Indices, including Barclays, S&P Dow Jones, BNYM, Sabrient, FTSE, FTSE TMX Global Debt Capital Markets, Cohen & Steers and Manulife Asset Management with which BlackRock Canada has entered into licensing arrangements to use the relevant Indices and certain trademarks in connection with the operation of the applicable ishares Funds. International Growth Indices collectively, the BNY Mellon BRIC Select ADR Index CAD Hedged and Manulife Asset Management Global Agriculture Index, or any replacement index, as applicable, and International Growth Index means any one of them. Investment Sub-Advisory Agreement as described under Organization and Management Details of the ishares Funds Details of the Investment Sub-Advisory Agreement. IRC the independent review committee of the ishares Funds as described under Organization and Management Details of the ishares Funds Independent Review Committee. ishares CorePortfolio Funds CBD and CBN. ishares ETFs ETFs, including the ishares Funds, that are listed on a recognized Canadian or U.S. stock exchange and managed by BlackRock Canada or an affiliate. 4

11 ishares Fixed Income Funds XQB, CVD, CHB, CLF, CBO, CLG and CBH. ishares Fundamental Index Funds CRQ, CLU, CIE, CJP and CWO. ishares Funds collectively, the ishares Fixed Income Funds, ishares CorePortfolio Funds, ishares International Growth Funds, ishares Sector Funds, ishares Growth & Income Funds and ishares Fundamental Index Funds, and ishares Fund means any one of them. ishares Growth & Income Funds CDZ, CYH, CPD and CUD. ishares International Growth Funds CBQ and COW. ishares Sector Funds CWW, CGR and CIF. Licence Agreement the licence agreement between an Index Provider or other licensor and BlackRock Canada pursuant to which BlackRock Canada is permitted to use an Index in relation to one or more ishares Funds. Liquidity Threshold as defined under Investment Objectives The Indices ishares Fixed Income Funds. Management Fee Distribution as described under Fees and Expenses Fees and Expenses Payable by the ishares Funds Management Fee Distributions, an amount equal to the difference between the applicable management fee otherwise chargeable and a reduced fee determined by BlackRock Canada from time to time and distributed quarterly in cash by an ishares Fund to Unitholders who hold large investments in the ishares Fund. Manulife Asset Management Manulife Asset Management Limited and Manulife Asset Management (Europe) Limited, the provider of the Manulife Asset Management Global Agriculture Index and the Manulife Asset Management Global Infrastructure Index. Manulife Asset Management Index Licence Agreement an agreement entered into between BlackRock Canada, on behalf of COW and CIF, and Manulife Asset Management as of October 9, 2013, as amended, pursuant to which Manulife Asset Management has agreed to license the Manulife Asset Management Global Agriculture Index, the Manulife Asset Management Global Infrastructure Index and certain trademarks to BlackRock Canada for use in connection with COW and CIF. MER management expense ratio. Moody s Moody s Investor s Services, Inc., a global provider of credit rating, research and risk analysis. MRFP management report of fund performance. NASDAQ exchange NASDAQ Stock Market. NAV or Net Asset Value in relation to an ishares Fund, the market value of the total assets held by that ishares Fund, less an amount equal to the total liabilities of that ishares Fund. NAV per Unit in relation to a particular ishares Fund, the Net Asset Value of that ishares Fund divided by the total number of Units of that ishares Fund outstanding. NI National Instrument Mutual Fund Prospectus Disclosure. NI National Instrument Investment Funds. NI National Instrument Investment Fund Continuous Disclosure. NI National Instrument Independent Review Committee for Investment Funds. 5

12 Non-hedged Units means the Non-hedged Common Units and Non-hedged Advisor Class Units of CLU, in respect of which CLU will not seek to hedge back the fund s exposure to currencies other than the Canadian dollar. NYSE New York Stock Exchange. PACC Plan the pre-authorized cash contribution plan of each ishares Fund as described under Distribution Policy Pre-Authorized Cash Contribution Plan. Plan Agent SSTCC, plan agent for the Plans. Plan Unit as defined under Distribution Policy Distribution Reinvestment Plan. Plans collectively, the Reinvestment Plan, the PACC Plan and the SW Plan. Prescribed Number of Units in relation to an ishares Fund, the number of Units of a class determined by BlackRock Canada from time to time for the purpose of subscription orders, exchanges, redemptions or for such other purposes as BlackRock Canada may determine. Prospectus Delivery Decision as defined under Exemptions and Approvals. Proxy Voting Guidelines as defined under Proxy Voting Disclosure for Portfolio Securities Held. RA Research Affiliates LLC. Registered Plans trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans and tax-free savings accounts. Reinvestment Plan the distribution reinvestment plan of each ishares Fund as described under Distribution Policy Distribution Reinvestment Plan. REIT real estate investment trust. Sabrient Sabrient Systems, LLC, the provider of the Sabrient Balanced Indices. Sabrient Balanced Indices means the Sabrient Global Balanced Income Index and the Sabrient Global Balanced Growth Index. Sabrient Balanced Index License Agreements the agreements entered into between BlackRock Canada, on behalf of CBD and CBN respectively, and Sabrient as of May 30, 2007, pursuant to which Sabrient has agreed to license the Sabrient Balanced Indices and certain trademarks of Sabrient to BlackRock Canada for use in connection with CBD and CBN. Sector Indices collectively, the S&P Global Water Index, Cohen & Steers Global Realty Majors Index and Manulife Asset Management Global Infrastructure Index, or any replacement index, as applicable, and Sector Index means any one of them. securities regulatory authority the securities commission or similar regulatory authority in each province and territory of Canada that is responsible for administering the Canadian securities legislation in force in such province or territory. SIFT Rules provisions of the Tax Act applicable to SIFT trusts and SIFT partnerships (as defined in the Tax Act). S&P Canada BMI as defined under Investment Objectives The Indices ishares Growth & Income Funds. 6

13 S&P Dow Jones S&P Dow Jones Indices LLC, a subsidiary of McGraw Hill Financial, Inc., the provider of the S&P Indices. S&P Indices means the S&P/TSX Canadian Dividend Aristocrats Index, S&P/TSX Preferred Share Index, S&P High Yield Dividend Aristocrats CAD Hedged Index, S&P Global Water Index and Dow Jones Global Select Dividend Composite Index Canadian Dollar Hedged. S&P Dow Jones Sublicense Agreement an agreement between BTC and BlackRock Canada dated on or about September 30, 2013 pursuant to which BTC sub-licensed to BlackRock Canada the rights in respect of the S&P Indices for use in connection with CDZ, CPD, CWW, CUD and CYH. SSBT State Street Bank and Trust Company, an affiliate of SSTCC. SSTCC State Street Trust Company Canada, the custodian, registrar and transfer agent, and distribution reinvestment plan agent of the ishares Funds. Securities Lending Authorization Agreement as described under Prospectus Summary Organization and Management Details of the ishares Funds Securities Lending Agents. Securities Lending Management Agreement as described under Prospectus Summary Organization and Management Details of the ishares Funds Securities Lending Agents. Summary Document a document in respect of each class of Units of an ishares Fund, summarizing certain features of the Units and of that ishares Fund. SW Plan the systematic withdrawal plan of each ishares Fund as described under Distribution Policy Systematic Withdrawal Plan. swap a forward-type financial derivative contract in which two counterparties agree to exchange cash flows determined with reference to prices of, for example, currencies or interest rates, according to predetermined rules. At inception, this instrument typically has zero market value, but as market prices change the swap acquires value. Synthetic Convertible Security a combination of a debt instrument and an equity option that when combined behave in a manner similar to a convertible debenture, and includes instruments issued by financial institutions which offer combined exposure to the credit and equity performance of an issuer. Tax Act the Income Tax Act (Canada) and the regulations issued thereunder. Tax Proposals all specific proposals to amend the Tax Act and the regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof. TER trading expense ratio. Top Fund as defined under Income Tax Considerations Taxation of the ishares Funds ishares Holding an Underlying ishares ETF and Publicly-Traded Trust Securities. Trading Day for each ishares Fund, a day on which: (i) a regular session of the TSX is held; (ii) the primary market or exchange for the majority of the securities held by the ishares Fund is open for trading; and (iii) if applicable, the Index Provider calculates and publishes data relating to the applicable Index, if any. TSX the Toronto Stock Exchange. Underlying Fund as defined under Income Tax Considerations Taxation of the ishares Funds ishares Holding an Underlying ishares ETF and Publicly-Traded Trust Securities. 7

14 Underwriters registered brokers and dealers that enter into Underwriting Agreements with one or more ishares Funds and that subscribe for and purchase Units from such ishares Funds, and Underwriter means any one of them. Underwriting Agreement an agreement between BlackRock Canada, on behalf of one or more ishares Funds, and an Underwriter. Unit in relation to a particular ishares Fund, a redeemable, transferable Common Unit or Advisor Class Unit of an ishares Fund and, in relation to CLU, a redeemable, transferable Non-hedged Common Unit or Non-hedged Advisor Class Unit, which represents an equal, undivided interest in the net assets of the ishares Fund attributable to that class of Units. Unitholder in respect of an ishares Fund, a holder of one or more Units of such ishares Fund. U.S. ishares Fund any ETF that is listed on a recognized U.S. stock exchange and managed by an affiliate of BlackRock Canada. Valuation Date each Trading Day or any other day designated by BlackRock Canada on which the NAV and NAV per Unit of an ishares Fund will be calculated. If an ishares Fund elects to have a December 15 year-end for tax purposes as permitted by the Tax Act, the NAV per Unit of that ishares Fund will also be calculated on December 15. Valuation Time 4:00 p.m. Eastern Standard Time (EST) or such other time BlackRock Canada deems appropriate on each Valuation Date. Water Industry Groups as defined under Investment Objectives ishares Sector Funds S&P Global Water Index. 8

15 PROSPECTUS SUMMARY The following is a summary of the principal features of the Units of the ishares Funds and should be read together with the more detailed information and statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. Offerings: Each ishares Fund is offering two classes of units called common units (the Common Units ) and advisor class units (the Advisor Class Units ). CLU is offering two additional classes of units called non-hedged common units (the Non-hedged Common Units ) and non-hedged advisor class units (the Non-hedged Advisor Class Units ). The Non-hedged Common Units and Non-hedged Advisor Class Units are collectively referred to as the Non-hedged Units. The Common Units, Advisor Class Units and the Non-hedged Units are collectively referred to as the Units. The primary difference between Common Units and Advisor Class Units is the service fee component of the annual management fee payable by an ishares Fund in respect of the Advisor Class Units (as described under Fees and Expenses Fees and Expenses Payable by the ishares Funds Advisor Class Units Service Fee ). The NAV per Unit of each class of each Fund will not be the same as a result of the different fees allocable to each class of Units. The Non-hedged Units of CLU are substantially similar to the Common Units and, except for the service fee component of the management fee as described under Fees and Expenses Fees and Expenses Payable by the ishares Funds Advisor Class Units Service Fee, the Advisor Class Units of such ishares Fund, except that the fund s exposure in relation to Non-hedged Units to currencies other than the Canadian dollar will not be hedged back to the Canadian dollar. Continuous Distribution: Units of the ishares Funds are being issued and sold on a continuous basis and there is no maximum number of Units that may be issued. The Units of each ishares Fund are listed on the TSX and are offered on a continuous basis. Each Unit of a class of an ishares Fund represents an equal, undivided interest in the net assets of the ishares Fund attributable to that class of Units. Investors may purchase or sell Units on the TSX through a registered broker or dealer in the province or territory where the investor resides. Accordingly, investors may trade Units in the same way as other securities listed on the TSX, including by using market orders and limit orders. Investors may incur customary brokerage commissions when buying or selling Units on the TSX. The ishares Funds issue, or will issue, a Prescribed Number of Units directly to Designated Brokers and Underwriters at the NAV per Unit. See Purchases of Units. Investment Objectives of the ishares Funds: ishares Fundamental Index Funds The ishares Fundamental Index Funds (other than CWO) have been designed to replicate, to the extent possible, the performance of the applicable FTSE RAFI Index, net of expenses. The applicable FTSE RAFI Index for each ishares Fundamental Index Fund is identified in this prospectus under Investment Objectives ishares Fundamental Index Funds. CWO has been designed to provide investors with exposure to the return and performance of an Emerging Markets Benchmark Index, net of expenses. CWO currently tracks the performance of the FTSE RAFI Emerging Markets Index. 9

16 Under normal market conditions, CRQ will primarily invest in securities of one or more ishares ETFs and/or Canadian equity securities. Under normal market conditions, CLU will primarily invest in securities of one or more ishares ETFs and/or U.S. equity securities. Under normal market conditions, CIE will primarily invest in securities of one or more ishares ETFs and/or international equity securities. Under normal market conditions, CJP will primarily invest in securities of one or more ishares ETFs and/or Japanese equity securities. Under normal market conditions, CWO will primarily invest in securities of one or more ishares ETFs and/or equity securities of issuers located in emerging market countries. ishares Growth & Income Funds The ishares Growth & Income Funds have been designed to replicate, to the extent possible, the performance of the applicable Growth & Income Index, net of expenses. The applicable Growth & Income Index for each ishares Growth & Income Fund is identified in this prospectus under Investment Objectives ishares Growth & Income Funds. Under normal market conditions, each of CDZ and CPD will primarily invest in securities of one or more ishares ETFs and/or Canadian equity securities. Under normal market conditions, CYH will primarily invest in securities of one or more ishares ETFs and/or international equity securities. Under normal market conditions, CUD will primarily invest in securities of one or more ishares ETFs and/or U.S. equity securities. ishares Sector Funds The ishares Sector Funds have been designed to replicate, to the extent possible, the performance of the applicable Sector Index, net of expenses. The applicable Sector Index for each ishares Sector Fund is identified in this prospectus under Investment Objectives ishares Sector Funds. Under normal market conditions, each of CWW, CGR and CIF will primarily invest in securities of one or more ishares ETFs and/or equity securities issued by international issuers participating in the water, real estate and infrastructure sector, respectively. ishares International Growth Funds The ishares International Growth Funds have been designed to replicate, to the extent possible, the performance of the applicable International Growth Index, net of expenses. The applicable International Growth Index for each ishares International Growth Fund is identified in this prospectus under Investment Objectives ishares International Growth Funds. Under normal market conditions, CBQ will primarily invest in securities of one or more ishares ETFs and/or international equity securities and/or depositary receipts. Under normal market conditions, COW will primarily invest in securities of one or more ishares ETFs and/or equity securities issued by international issuers participating in the agriculture sector. ishares CorePortfolio TM Funds The ishares CorePortfolio TM Funds have been designed to replicate, to the extent possible, the performance of the applicable CorePortfolio TM Index, net of expenses. The applicable CorePortfolio TM Index for each ishares CorePortfolio TM Fund is identified in this prospectus under Investment Objectives ishares CorePortfolio TM Funds. Under normal market conditions, each of CBD and CBN will primarily invest in securities of one or more ishares ETFs and/or international equity securities. 10

17 ishares Fixed Income Funds The ishares Fixed Income Funds have been designed to replicate, to the extent possible, the performance of the applicable Fixed Income Index, net of expenses. The applicable Fixed Income Index for each ishares Fixed Income Fund is identified in this prospectus under Investment Objectives ishares Fixed Income Funds. Under normal market conditions, each of XQB, CBO, CBH, CLG, CLF and CVD will primarily invest in securities of one or more ishares ETFs and/or Canadian fixed income securities. Under normal market conditions, CHB will primarily invest in securities of one or more ishares ETFs and/or U.S. fixed income securities. See Investment Objectives. Indices: The table below sets out the applicable Index of each ishares Fund. ishares Fundamental Index Funds Index Index Provider CRQ FTSE RAFI Canada Index FTSE CLU FTSE RAFI US 1000 FTSE Canadian Dollar Hedged Index, in respect of the Common and Advisor Class Units, and FTSE RAFI US 1000 Index, in respect of the Non-hedged Units CIE FTSE RAFI Developed ex US FTSE 1000 Index CJP FTSE RAFI Japan Canadian FTSE Dollar Hedged Index CWO Currently, the FTSE RAFI FTSE Emerging Markets Index ishares Growth & Income Funds Index Index Provider CDZ S&P/TSX Canadian Dividend S&P Dow Jones Aristocrats Index CYH Dow Jones Global Select S&P Dow Jones Dividend Composite Index Canadian Dollar Hedged CPD S&P/TSX Preferred Share S&P Dow Jones Index CUD S&P High Yield Dividend Aristocrats CAD Hedged S&P Dow Jones ishares Sector Funds Index Index Index Provider CWW S&P Global Water Index S&P Dow Jones CGR CIF Cohen & Steers Global Realty Majors Index Manulife Asset Management Global Infrastructure Index Cohen & Steers Manulife Asset Management 11