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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                                 Filed by a Party other than the Registrant  ☐

Check the appropriate box:

iShares, Inc.

iShares Trust

iShares U.S. ETF Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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iShares, Inc.

iShares Trust

iShares U.S. ETF Trust

400 Howard Street

San Francisco, CA 94105

May 10, 2017

Dear Shareholder:

A joint special meeting (the “Meeting”) of the shareholders of each series of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company,” and each series, a “Fund,” and collectively, the “Funds”) will be held at the offices of BlackRock Fund Advisors (the “Adviser”), 400 Howard Street, San Francisco, CA 94105, on June 19, 2017, at 11:00 a.m. (Pacific time) to consider and vote on the proposals discussed in the enclosed joint proxy statement. The Funds are listed in Appendix B to the enclosed joint proxy statement.

You have received this letter because you were a shareholder of record of at least one Fund on May 2, 2017 (the “Record Date”). The purpose of the Meeting is to seek shareholder approval of the five nominees named in the enclosed joint proxy statement (the “Board Nominees”) to the Board of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each Company.

Each Board has unanimously approved the five Board Nominees on behalf of each of the Funds that the Board oversees, subject to approval by the applicable Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they possess the requisite experience in overseeing investment companies, and that their election would be in your best interests as a shareholder.

Each Board unanimously recommends that you vote, or submit voting instructions, “FOR” the election of each of the Board Nominees. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.

Your vote is important. You can vote on the Internet, by telephone, by mail or in person at the Meeting. Please take a few moments to vote your shares, whether or not you plan to attend the Meeting in person. Broadridge Financial Solutions, Inc. (“Broadridge”), a professional proxy solicitation firm, has been retained to assist the Funds in obtaining shareholder votes.

Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. Photographic identification will be required for admission to the Meeting.

Even if you plan to attend the Meeting in person, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone, or by signing and dating each voting instruction form you receive and returning it in the accompanying postage-paid return envelope.

Please take the time to vote as outlined above and participate in the governance of your Fund(s).

If you have any questions about the proposals to be voted on, please call Broadridge, the firm assisting us in the solicitation of proxies, at 1-877-777-8588.

Sincerely,

Martin Small

President of the Funds

55 East 52nd Street, New York, NY 10055

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IMPORTANT INFORMATION FOR FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience, we have provided a brief overview of the matters to be voted on.

Questions and Answers

In addition, the Investment Company Act of 1940, as amended (the “1940 Act”), requires that persons filling vacancies on a board be elected by shareholders at a meeting called for that purpose unless at least two-thirds of the directors/trustees then holding office have been elected by shareholders. The 1940 Act also requires a fund to hold a meeting for the purpose of electing directors/trustees if at any time less than a majority of the directors/trustees were elected by shareholders of the fund. Because three of the eight current Board Members of iShares, Inc. and iShares Trust were appointed by the then-existing Board Members and not elected by shareholders, iShares, Inc. and iShares Trust are currently prohibited by the 1940 Act from appointing new Board Members without shareholder approval. Although iShares U.S. ETF Trust is not similarly required to hold a shareholder meeting to elect Board Members at this time, it is being included in this joint proxy statement to facilitate consistency in the status of Board Members (as elected or appointed) and the composition of the Boards across the three Companies. The election of the Board Nominees to the Boards by shareholders would provide the Boards with more flexibility when a future vacancy exists on the Boards as a result of Director/Trustee resignation or otherwise.

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The Funds have retained Broadridge, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Broadridge will be paid approximately $2.21 million for solicitation services (including reimbursements of out-of-pocket expenses), which includes approximately $2.20 million for the costs of printing and distributing proxy materials.

Please vote now. Your vote is important.

To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to record your voting instructions by telephone or via the Internet, or to indicate your voting instructions on the enclosed voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided. If you submit a properly executed voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.

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iSHARES, INC.

iSHARES TRUST

iSHARES U.S. ETF TRUST

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 19, 2017

A joint special meeting (the “Meeting”) of the shareholders of each series (each, a “Fund”) of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company”) will be held at the offices of BlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on June 19, 2017, at 11:00 a.m. (Pacific time), to consider and vote on the following proposals, as more fully described in the accompanying joint proxy statement:

The purpose of the Meeting is to seek shareholder approval of the five nominees named in the accompanying joint proxy statement (the “Board Nominees”) to the Board of Directors or Trustees of each Company (each, a “Board”). Each Board has unanimously approved the five Board Nominees on behalf of each Fund overseen by such Board, subject to approval by the shareholders of the Funds. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees each possess the requisite experience in overseeing investment companies and that their election would be in your best interests as a shareholder.

Each Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee.

Shareholders of record of a Fund as of the close of business on May 2, 2017 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments, postponements or delays thereof.

If you owned shares in more than one Fund as of the Record Date, you may receive more than one voting instruction form. Please be certain to vote by telephone or via the Internet with respect to each Fund in which you are a shareholder of record or sign, date and return each voting instruction form you receive from us.

If you have any questions about the proposals to be voted on, please call Broadridge Financial Solutions, Inc., the firm assisting us in the solicitation of proxies, toll-free at 1-877-777-8588.

By Order of the Boards,

Martin Small

President of the Funds

55 East 52nd Street, New York, NY 10055

Dated: May 10, 2017

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iShares, Inc.

iShares Trust

iShares U.S. ETF Trust

400 Howard Street

San Francisco, CA 94105

JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 19, 2017

JOINT PROXY STATEMENT

This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each series listed in Appendix B to this Proxy Statement (each, a “Fund” and, collectively, the “Funds”) of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company” and together, the “Companies”). The proxies will be voted at the joint special meeting of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will be held at the offices of BlackRock Fund Advisors (the “Adviser”), 400 Howard Street, San Francisco, CA 94105, on June 19, 2017, at 11:00 a.m. (Pacific time). The Meeting will be held for the purpose of electing five nominees to the Board of each Company (the “Board Nominees”).

The Board of each Company has determined that the use of a joint proxy statement for such Company’s Meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about May 18, 2017, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Shareholder Meeting to be held on June 19, 2017 (the “Notice”), which is expected to be mailed on or about May 10, 2017.

iShares, Inc. is a corporation organized under the laws of the State of Maryland. Each of iShares Trust and iShares U.S. ETF Trust is a statutory trust organized under the laws of the State of Delaware. Each Company is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

Shareholders of record of a Fund as of the close of business on May 2, 2017 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or delays thereof. Shareholders of the Funds on the Record Date are entitled to the voting rights set forth on Appendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposal 1 for each Fund are also set forth in Appendix A.

The number of outstanding shares of each Fund as of the close of business on the Record Date are shown in Appendix B. To the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of more than five percent of a class of the outstanding shares of a Fund, except as set forth in Appendix I.

The Fund in which you owned shares on the Record Date is named on the voting instruction form or Notice. If you owned shares in more than one Fund on the Record Date, you may receive more than one voting instruction form. Even if you plan to attend the Meeting in person, please sign, date and return EACH voting instruction form that you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposals affecting EACH Fund you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your voting instruction form(s) or Notice, as applicable. This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

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All properly executed proxies received prior to the Meeting will be voted at the Meeting and any and all adjournments, postponements or delays thereof. On any matter coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a voting instruction form is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposals at any time before a vote is taken on such proposal(s) by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Funds at the principal executive offices of the Funds at 400 Howard Street, San Francisco, CA 94105, by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting in person by ballot, in all cases prior to the exercise of the authority granted in the voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank, broker or other intermediary, please consult your bank, broker or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

Photographic identification will be required for admission to the Meeting. If you hold your shares through a bank, broker or other intermediary, and you wish to attend the Meeting and vote your shares, you must request a “legal proxy” from the bank, broker or other intermediary.

Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. at www.iShares.com. In addition, each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the distributor for the Companies, BlackRock Investments, LLC (the “Distributor”), 1 University Square Drive, Princeton, NJ 08540, or by calling 1-800-iShares (1-800-474-2737). Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

Please note that only one annual or semi-annual report, or this Proxy Statement or Notice, may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report, or this Proxy Statement or Notice, or for instructions on how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.

SUMMARY OF PROPOSAL AND FUNDS VOTING

The proposal described in this Proxy Statement is to elect Board Members, and the shareholders of each Fund of each Company as of the Record Date are entitled to vote on the proposal.

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PLEASE VOTE NOW. YOUR VOTE IS IMPORTANT.

To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to record your voting instructions by telephone or via the Internet, or to indicate your voting instructions on the enclosed voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided. If you submit a properly executed voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SHAREHOLDER MEETING TO BE HELD ON JUNE 19, 2017

The Notice of Joint Special Meeting of Shareholders, Proxy Statement and form of proxy are available on the Internet at www.proxyvote.com. This Notice cannot be used to cast your vote and presents only an overview of the more complete proxy materials that are available on the Internet. The Proxy Statement and annual and semi-annual reports of each Fund are available by calling 1-800-iShares (1-800-474-2737).

If you have any questions or wish to obtain directions so that you can attend the Meeting in person, please call Broadridge Financial Solutions, Inc. (“Broadridge”), the proxy solicitor for the Funds, toll free at 1-877-777-8588.

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PROPOSAL 1 — ELECTION OF BOARD MEMBERS

The purpose of the Proposal is to elect five Board Members to the Board of each Company.

Board Nominees. The Board of each Company currently consists of eight Board Members, six of whom are not “interested persons” of such Company (as defined in the 1940 Act) (the “Independent Board Members”). Each Company also has two advisory Board Members (the “Advisory Board Members”). Each Board Nominee elected at the Meeting will serve until his or her successor is elected or until his or her earlier death, resignation, retirement or removal.

Each Board recommends a vote “FOR” the election of each of the five Board Nominees: Jane D. Carlin, Richard L. Fagnani, Drew E. Lawton, Madhav V. Rajan and Mark Wiedman. All of the Board Nominees, other than Mark Wiedman, are not “interested persons” of the Companies. All of the Board Nominees other than Richard L. Fagnani and Drew E. Lawton currently serve as Board Members of the Companies. Richard L. Fagnani and Drew E. Lawton currently serve as Advisory Board Members for each Company. The Board Nominees were recommended by the Independent Board Members.

To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the voting instruction form(s) or Notice, or date and sign the enclosed voting instruction form(s) and return the voting instruction form(s) promptly in the enclosed postage-paid envelope. If you owned shares in more than one Fund as of the Record Date, you may receive more than one voting instruction form. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.

Board Members’/Board Nominees’ Biographical Information. Please refer to the below table, which identifies the Board Members/Board Nominees, and sets forth certain biographical information about the Board Members/Board Nominees, for each Company. Each Board Nominee was nominated by the Nominating and Governance Committee of the Board of each respective Company. With the exception of Robert S. Kapito and Mark Wiedman, the address of each Board Member/Board Nominee is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. The address of Messrs. Kapito and Wiedman is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52^nd Street, New York, NY 10055. Each Board has designated Cecilia H. Herbert as its Independent Board Chair.

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The Board has concluded that, based on each Board Member/Board Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Board Members, each Board Member/Board Nominee should serve as a Board Member. Among the attributes common to all Board Members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with each Company’s investment adviser, other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Board Members. A Board Member’s ability to perform his or her duties effectively may have been attained through the Board Member’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Companies and the Funds of each Company (and any predecessor funds), other investment funds, public companies, or non-profit entities or other organizations; and/or other life experiences.

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Set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Board Member/Board Nominee that led the Board to conclude that he or she should serve (or continue to serve) as a Board Member.

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Board Leadership Structure and Oversight

Overall responsibility for oversight of the Funds rests with the Board. The Board has engaged the Adviser to manage the Funds on a day-to-day basis. The Board is responsible for overseeing the Adviser and other service providers in the operations of the Funds in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and each Company’s charter. The Board of each Company is currently composed of eight members, six of whom are Independent Board Members. Each Company also has two Advisory Board Members. The Board currently conducts regular in person meetings four times a year. In addition, the Board frequently holds special in person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Board Members meet regularly outside the presence of management, in executive session or with other service providers to each Company.

The Board has appointed an Independent Board Member to serve in the role of Board Chair for each Company. The Board Chair’s role is to preside at all meetings of the Board and to act as a liaison with service providers,

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officers, attorneys, and other Board Members generally between meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The Board has established seven standing Committees for each Company: a Nominating and Governance Committee, an Audit Committee, a 15(c) Committee, a Risk Committee, a Securities Lending Committee, an Equity Plus Committee and a Fixed Income Plus Committee to assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time the Board may establish ad hoc committees or informal working groups to review and address the policies and practices of the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Board Member. The role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service providers, officers, attorneys and other Board Members between meetings. Each standing Committee meets regularly to conduct the oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and it allocates areas of responsibility among committees of Independent Board Members and the full Board to enhance effective oversight.

Day-to-day risk management with respect to the Funds is the responsibility of the Adviser or other service providers (depending on the nature of the risk), subject to the supervision of the Adviser. Each Fund is subject to a number of risks, including investment, compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk management functions performed by the Adviser and other service providers, as applicable, it is not possible to identify and eliminate all of the risks applicable to the Funds. The Board Members have an oversight role in this area, satisfying themselves that risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk management issues are specifically addressed in presentations and discussions. For example, the Adviser has an independent dedicated Risk and Quantitative Analysis (“RQA”) Group that assists the Adviser in managing fiduciary and corporate risks, including investment, operational, counterparty credit and enterprise risk. Representatives of the RQA Group meet with the Board to discuss their analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds. The Board, directly or through a committee, also reviews reports from, among others, management and the independent registered public accounting firm for the Companies, as appropriate, regarding risks faced by each Fund of each Company and management’s risk functions. The Board has appointed a Chief Compliance Officer (“CCO”) who oversees the implementation and testing of each Company’s compliance program, including assessments by independent third parties, and reports to the Board regarding compliance matters for each respective Company and its principal service providers. In testing and maintaining the compliance program, the CCO (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public accounting firm and the Adviser’s internal audit group to review risk controls in place that support each Fund as well as test results. Board oversight of risk is also performed as needed between meetings through communications between the Adviser and the Board. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities. From time to time, the Board may modify the manner in which it conducts risk oversight. The Board’s oversight role does not make it a guarantor of the Funds’ investment performance or other activities.

Compensation. Information relating to compensation paid to the Board Members/Board Nominees for each Company’s fiscal year ended October 31, 2016 (the date of the most recently completed fiscal year end for each Company) is set forth in Appendix C.

Equity Securities Owned by Board Members/Board Nominees. Information relating to the amount of equity securities owned by Board Members/Board Nominees in the Funds that they oversee or are nominated to oversee in all registered investment companies overseen or to be overseen by the Board Members/Board Nominees within the same family of investment companies as the Companies, as of December 31, 2016, is set forth in Appendix D.

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Attendance of Board Members at Shareholders’ Meetings. None of the Companies currently has a formal policy regarding Board members’ attendance at shareholders’ meetings. None of the Companies held, or were required to hold, a meeting at which Board Members were elected during its last fiscal year.

Board Meetings. Information relating to the number of times that the Boards and each committee of the Boards met during each Company’s most recently completed fiscal year ended October 31, 2016 is set forth in Appendix E and Appendix F, respectively. All incumbent Board Members attended greater than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Company’s most recently completed fiscal year.

Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth below.

The Board of each Company has established the following standing committees:

Audit Committee. The members of the Audit Committee are Charles A. Hurty (Chair), John E. Kerrigan and Madhav V. Rajan, each of whom is an Independent Board Member. The purposes of the Audit Committee are to assist the Board (i) in its oversight of each Company’s accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the respective Company; (ii) in its oversight of each Company’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in complying with legal and regulatory requirements that relate to each Company’s accounting and financial reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by the Board.

Nominating and Governance Committee. The members of the Nominating and Governance Committee are Cecilia H. Herbert (Chair), Jane D. Carlin, John E. Martinez and Madhav V. Rajan, each of whom is an Independent Board Member. The Nominating and Governance Committee nominates individuals for Independent Board Member membership on the Board and recommends appointments to the Advisory Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person properly identified or nominated to serve as an Independent Board Member; (ii) recommending to the Board and current Independent Board Members the nominee(s) for appointment as an Independent Board Member by the Board and current Independent Board Members and/or for election as Independent Board Members by shareholders to fill any vacancy for a position of Independent Board Member(s) on the Board; (iii) recommending to the Board and current Independent Board Members the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current Independent Board Member to the Board and current Independent Board Members to serve as Board Chair; (v) periodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Board Members for their services as Board Members, members or chairpersons of committees of the Board, Board Chair and any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee is not required to consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any other capacity), although the Committee may consider any such nomination if the Committee deems it appropriate after considering all circumstances the Committee’s members deem relevant.

15(c) Committee. Each Independent Board Member serves on the 15(c) Committee. The Chair of the 15(c) Committee is Madhav V. Rajan. The principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for the annual review and renewal of each Company’s advisory and sub-advisory agreements. These responsibilities include: (i) meeting with BlackRock, Inc. over the course of the year in preparation for the Board meeting at which a Company’s advisory and sub-advisory agreements are to be considered to discuss generally the process for providing requested information to the Board and the format in

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which information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the respective Company.

Securities Lending Committee. The members of the Securities Lending Committee are John E. Kerrigan (Chair), Jane D. Carlin and Madhav V. Rajan, each of whom is an Independent Board Member. The principal responsibilities of the Securities Lending Committee are to support, oversee and organize on behalf of the Board the process for oversight of each Company’s securities lending activities. These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such other matters and information as may be necessary and appropriate for the Board to oversee a Company’s securities lending activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual approval of each Company’s Securities Lending Guidelines and the required findings with respect to, and annual approval of, the respective Company’s agreement with the lending agent.

Equity Plus Committee. The members of the Equity Plus Committee are Madhav V. Rajan (Chair), Charles A. Hurty and John E. Kerrigan, each of whom is an Independent Board Member. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Company performance and related matters for equity funds. These responsibilities include: (i) reviewing quarterly reports regarding Company performance, secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing a report or recommendation to the Board as appropriate.

Fixed Income Plus Committee. The members of the Fixed Income Plus Committee are John E. Martinez (Chair) and Jane D. Carlin, each of whom is an Independent Board Member. The principal responsibilities of the Fixed Income Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Company performance and related matters for fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Company performance, secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing a report or recommendation to the Board as appropriate.

Risk Committee. The members of the Risk Committee are Jane D. Carlin (Chair), Charles A. Hurty and John E. Martinez, each of whom is an Independent Board Member. The principal responsibilities of the Risk Committee are to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most effectively structure itself to oversee them.

As the Chair of the Board, Cecilia H. Herbert may serve as an ex-officio member of each Committee.

Committee Charters. A copy of each of the joint Audit Committee Charter and joint Nominating and Governance Committee Charter is included in Appendix K and Appendix L, respectively.

Each Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee under Proposal 1.

VOTE REQUIRED AND MANNER OF VOTING PROXIES

For the Meeting, a quorum with respect to a Company is constituted by one-third of the Company’s shares outstanding and entitled to vote at the Meeting, present in person or by proxy. If a quorum is not present or a quorum is present but sufficient votes to approve a proposal are not received, or for any other reason, the persons

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named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Company’s shares represented at the Meeting in person or by proxy and voting on the question of adjournment. The persons named as proxies will vote those proxies that they are entitled to vote “FOR” a proposal in favor of such an adjournment and will vote those proxies required to be voted “AGAINST” a proposal against such adjournment. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be treated as shares that are present at the Meeting. Abstentions and broker non-votes will have no effect on the outcome of a vote on adjournment. A shareholder vote may be taken on a proposal in this Proxy Statement with respect to any Fund prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. A Board also may postpone the Meeting of shareholders of the respective Company prior to the Meeting with notice to the shareholders entitled to vote at or to receive notice of that Meeting.

The affirmative vote of a plurality of votes cast, voted in person or by proxy at the Meeting, is required for the election of each Board Nominee to the Board of each Company. Thus, if a quorum is present at the Meeting, the proposal to elect the Board Members will be approved with respect to those Board Nominees who receive the largest number of votes with no majority approval requirement. The votes of each Fund that are series of the same Company will be counted together with respect to the election of the Board Nominees to the Board of that Company, and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Company.

If you hold your shares directly (not through a broker-dealer, bank or other financial institution, or variable annuity contract or variable life insurance policy), and if you return a properly executed voting instruction form that does not specify how you wish to vote on Proposal 1, your shares will be voted “FOR” the Board Nominees in Proposal 1.

The Companies expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the Meeting. Broker-dealer firms may, without instructions, give a proxy to vote on “routine” matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The proposal to elect Board Members of each Company is a routine matter. If instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, broker-dealers may vote on Proposal 1, on behalf of the broker-dealer firms’ customers and beneficial owners. In those cases, the broker-dealer may, but is not required to, vote such shares in the same proportion as those shares for which the broker-dealer has received voting instructions. This practice is commonly referred to as “echo voting.” A properly executed voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal.

Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat withheld votes and “broker non-votes,” if any, as present for purposes of determining a quorum. Broker non-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board Members, including a majority of the Independent Board Members, of each Company, have selected PricewaterhouseCoopers LLP (“PwC” or the “Independent Registered Public Accounting Firm”) as the independent registered public accounting firm for the Funds, as indicated on Appendix H.

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No representatives of PwC will be present at the Meeting.

Appendix H sets forth the fees billed by the Funds’ independent registered public accounting firm for the two most recent fiscal years for all audit, audit-related, tax and all other services provided directly to the Funds. The fee information in Appendix H is presented under the following captions:

(a) Audit Fees – fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

(b) Audit-Related Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

(c) Tax Fees – fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

(d) All Other Fees – fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

Each Company’s Audit Committee is required to approve all audit engagement fees and terms for the Funds. Each Company’s Audit Committee also is required to consider and act upon (i) the provision by the Independent Registered Public Accounting Firm of any non-audit services to the Funds, and (ii) the provision by the Independent Registered Public Accounting Firm of non-audit services to the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds (the Adviser and such other entities collectively, the “Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the U.S. Securities and Exchange Commission (the “SEC”). See Appendix H to this Proxy Statement for information about the fees paid by the Funds and the Affiliated Service Providers to the Independent Registered Public Accounting Firm.

The Audit Committee of each Company complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the respective Company’s Audit Committee. As noted above, each Company’s Audit Committee must also approve other non-audit services provided by the Independent Registered Public Accounting Firm to the Funds and to the Affiliated Service Providers that relate directly to the operations and financial reporting of the Funds. Each Company’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Company’s Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the Independent Registered Public Accounting Firm. Each service approved subject to general pre-approval is presented to the applicable Company’s Audit Committee for ratification at the next regularly scheduled in person Board meeting.

For each Fund’s two most recently completed fiscal years, there were no services rendered by PwC to the Funds for which the general pre-approval requirement was waived.

Each Company’s Audit Committee has considered the provision of non-audit services that were rendered by PwC to the respective Company’s Affiliated Service Providers in connection with determining such auditor’s independence.

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The Audit Committee of each Company consists of the following Board Members, all of whom are Independent Board Members:

Charles A. Hurty (Chair)

John E. Kerrigan

Madhav V. Rajan

ADDITIONAL INFORMATION

5% Beneficial Share Ownership

As of the Record Date, to the best of each Fund’s knowledge, the persons listed in Appendix I beneficially owned more than 5% of the outstanding shares of any class of such Fund indicated.

Investment Adviser, Sub-Adviser and Administrator

Adviser. BlackRock Fund Advisors serves as investment adviser to the Companies, and is located at 400 Howard Street, San Francisco, CA 94105. BlackRock Fund Advisors is an indirect wholly-owned subsidiary of BlackRock, Inc.

Sub-adviser. BlackRock International Limited serves as sub-adviser to the Funds listed in Appendix J, and is located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom.

Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company serves as administrator, custodian and transfer agent for the Funds, and is located at 1 Iron Street, Boston, MA 02210.

Distributor. BlackRock Investments, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., serves as the distributor for the Funds, and is located at 1 University Square Drive, Princeton, NJ 08540.

Submission of Shareholder Proposals

The Funds are not required to hold annual meetings of shareholders and do not currently intend to hold an annual meeting of shareholders in 2017. The Directors/Trustees will call a special meeting of shareholders of a Fund only if required under the 1940 Act, or in their discretion, or upon the written request of shareholders entitled to cast not less than one-third of all votes of that Fund entitled to be cast at such meeting.

Any Fund shareholder who wishes to submit proposals to be considered at a special meeting of the Fund’s shareholders should send such proposals to the Secretary of the applicable Company at: Park Avenue Plaza, 55 East 52^nd Street, New York, NY 10055, Attention: Benjamin Archibald, referencing the name of the particular Fund. Any shareholder proposal intended to be presented at any future meeting of Fund shareholders must be received by the Fund at its principal office a reasonable time before the Fund begins to print and mail its proxy materials in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

Shareholder Communications

Shareholders of a Fund who wish to send communications to the Board or a specified Director/Trustee should submit the communication in writing to the attention of the Secretary of the applicable Company at: Park Avenue Plaza, 55 East 52^nd Street, New York, NY 10055, Attention: Benjamin Archibald, identifying the correspondence as intended for the Board or a specified Board Member.

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Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the CCO, 55 East 52nd Street, New York, NY 10055, Attention: Charles Park. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund at: 400 Howard Street, San Francisco, CA 94105. Such letters may be submitted on an anonymous basis.

Expense of Proxy Solicitation

Except as otherwise noted below, the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and costs in connection with the solicitation of proxies, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of their respective net assets, except when direct costs can be reasonably attributed to one or more specific Fund(s). Pursuant to a contractual or voluntary expense limitation, the Adviser will bear some or all of the costs associated with the joint proxy statement for certain Funds to the extent the total operating expenses of such Funds, after taking into account the proxy costs allocated to such Funds, exceed the contractual or voluntary expense limitation for such Funds.

Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of the Adviser, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation materials to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and other proxy materials to the beneficial owners of each Fund’s shares. The Funds have retained Broadridge, a proxy solicitation firm, located at 1155 Long Island Avenue, Edgewood, NY 11717 to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Broadridge will be paid approximately $2.21 million for solicitation services (including reimbursements of out-of-pocket expenses), which includes approximately $2.2 million for the costs of printing and distributing proxy materials. Broadridge may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. In addition to the solicitation of proxies by Broadridge, officers of each Company and officers and employees of the Adviser and its affiliates also may solicit proxies electronically, by telephone, by fax, in person or by other means. These employees and officers do not receive additional compensation for soliciting proxies.

If You Plan to Attend the Joint Special Meeting In Person

Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. Photographic identification will be required for admission to the Meeting. If you hold your shares through a bank, broker or other intermediary, and you wish to attend the Meeting and vote your shares, you must request a “legal proxy” from the bank, broker or other intermediary.

General

Management does not intend to present and does not have reason to believe that any items of business other than voting with respect to Proposal 1 will be presented at the Meeting. However, if other matters are properly presented at the Meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds.

The Meeting as to any Company may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Company, or by the chairperson of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve Proposal 1, or for any other reason consistent with applicable state law and a Company’s By-Laws or Declaration of Trust, as applicable, including to allow for the

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further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.

Please vote promptly by following the enclosed instructions to provide voting instructions by telephone or via the Internet OR by signing and dating each enclosed voting instruction form, and returning it (them) in the accompanying postage-paid return envelope.

By Order of the Boards,

Martin Small

President of the Funds

May 10, 2017

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Appendix A – Company Information/Quorum and Voting Requirements

The following table lists (i) each Company, (ii) the form of organization of each Company, (iii) the voting rights of shares/interests in each Company, (iv) the quorum requirement for each Company and (v) the vote required to approve Proposal 1 with respect to each Company.

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Appendix B – Shares Outstanding/Net Assets

For the Funds listed in the tables below, shareholders are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote. The tables below set forth the number of shares outstanding and the net assets of each Fund, each as of the Record Date:

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Appendix C – Compensation of the Board Members/Board Nominees

Effective January 1, 2017, each current Independent Board Member is paid an annual retainer of $325,000 for his or her services as a Board Member of all Funds in the complex of exchange-traded funds advised by the Adviser or its affiliates (“Exchange-Traded Fund Complex”) (prior to January 1, 2017, the annual retainer was $300,000), together with out-of-pocket expenses in accordance with the Boards’ policy on travel and other business expenses relating to attendance at meetings. The annual retainer for services as an Advisory Board Member is the same as the annual retainer for services as a Board Member.

The Independent Chair of the Boards is paid an additional annual retainer of $50,000. The Chair of each of the Equity Plus Committee, Fixed Income Plus Committee, Securities Lending Committee, Risk Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual retainer of $25,000. The Chair of the Audit Committee is paid an additional annual retainer of $40,000. Cecilia H. Herbert waived the annual retainer for her service as the Chair of the Nominating and Governance Committee. Each Independent Board Member that served as a director of subsidiaries of the Exchange-Traded Fund Complex is paid an additional annual retainer of $10,000 (plus an additional $1,772 paid annually to compensate for taxes due in the Republic of Mauritius in connection with such Board Member’s service on the boards of certain Mauritius-based subsidiaries). The Funds do not maintain or provide pension or retirement benefits to the Board Members.

The following table sets forth the aggregate compensation, paid to each Independent Board Member by the Funds during the most recently completed fiscal year ended October 31, 2016. Messrs. Kapito and Wiedman serve without compensation from the Funds because of their affiliation with BlackRock, Inc.

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Appendix D – Fund Securities Owned by Board Members/Board Nominees

The following table sets forth the dollar range of shares of each Fund beneficially owned by the Board Members/Board Nominees in the Funds that they oversee or are nominated to oversee as of December 31, 2016, except as otherwise indicated.

Aggregate Dollar Range of Equity Securities

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As of December 31, 2016, all Board Members, Board Nominees and executive officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee). Ownership amounts may vary over time.

As of December 31, 2016, none of the Independent Board Members, Advisory Board Members or their immediate family members owned beneficially or of record any securities of the Adviser, the Distributor or any person controlling, controlled by or under common control with the Adviser or the Distributor.

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Appendix E — Meetings of the Boards

During the most recently completed fiscal year ended October 31, 2016 for each Company, the Board of each Company met the following number of times:

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Appendix F – Committee Meetings of the Boards

Each of the Audit Committee, Nominating and Governance Committee, 15(c) Committee, Securities Lending Committee, Equity Plus Committee, Fixed Income Plus Committee and Risk Committee met the following number of times for each Company’s most recently completed fiscal year ended October 31, 2016:

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Appendix G – Executive Officers of the Companies

The executive officers of each Company, their age and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below. The address of Messrs. Small, Park, and Archibald is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52^nd Street, New York, NY 10055. The address of Messrs. Messinger, Radell, Mason and Gee is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105.

Each executive officer is an “interested person” of the Companies (as defined in the 1940 Act) by virtue of that individual’s position with BlackRock, Inc. or its affiliates described in the table below.

Information Pertaining to the Executive Officers

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The executive officers receive no compensation from the Funds.

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Appendix H – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants (PricewaterhouseCoopers LLP)

Audit Fees and Audit-Related Fees

Tax Fees and All Other Fees