UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-23402
Name of Fund: | BlackRock ETF Trust |
BlackRock Advantage Large Cap Income ETF |
Fund Address: | 100 Bellevue Parkway, Wilmington, DE 19809 |
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock ETF Trust, 50
Hudson Yards, New York, NY 10001
Registrant’s telephone number, including area code: (800) 441-7762
Date of fiscal year end: 12/31/2023
Date of reporting period: 12/31/2023
Item 1 – Report to Stockholders
(a) The Report to Shareholders is attached herewith.
DECEMBER 31, 2023 |
2023 Annual Report
|
BlackRock ETF Trust
· | BlackRock Advantage Large Cap Income ETF | BALI | CBOE |
Not FDIC Insured • May Lose Value • No Bank Guarantee |
Dear Shareholder,
The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended December 31, 2023. Significantly tighter monetary policy helped to rein in inflation, and the Consumer Price Index decelerated substantially in the first half of the year before stalling between 3% and 4% in the second half. A moderating labor market helped ease inflationary pressure, although wages continued to grow. Wage and job growth powered robust consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.
Equity returns were robust during the period, as interest rates stabilized and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. Large-capitalization U.S. stocks posted particularly substantial gains, supported by the performance of a few notable technology companies and small-capitalization U.S. stocks also advanced. Meanwhile, international developed market equities and emerging market stocks posted solid gains.
The 10-year U.S. Treasury yield ended 2023 where it began despite an eventful year that saw significant moves in bond markets. Overall, U.S. Treasuries gained as investors began to anticipate looser financial conditions. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.
The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates four times during the 12-month period, but paused its tightening in the second half of the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.
Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has stopped tightening for now, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. In this new regime, we anticipate greater volatility and dispersion of returns, creating more opportunities for selective portfolio management.
We believe developed market equities have priced in an optimistic scenario for rate cuts, which we view as premature, so we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tighter credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.
Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.
Sincerely,
Rob Kapito
President, BlackRock Advisors, LLC
Rob Kapito
President, BlackRock Advisors, LLC
Total Returns as of December 31, 2023 | ||||
6-Month |
12-Month | |||
U.S. large cap equities | 8.04% | 26.29% | ||
U.S. small cap equities | 8.18 | 16.93 | ||
International equities | 5.88 | 18.24 | ||
Emerging market equities (MSCI Emerging Markets Index) | 4.71 | 9.83 | ||
3-month Treasury bills | 2.70 | 5.02 | ||
U.S. Treasury securities | 1.11 | 2.83 | ||
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index) | 3.37 | 5.53 | ||
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index) | 3.63 | 6.40 | ||
U.S. high yield bonds | 7.65 | 13.44 | ||
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. |
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Fund Summary as of December 31, 2023 | BlackRock Advantage Large Cap Income ETF |
Investment Objective
The BlackRock Advantage Large Cap Income ETF (the “Fund”) seeks consistent income with lower volatility than the broader U.S. equity market.
Performance
Cumulative Total Returns
| ||||
Since Inception | ||||
Fund NAV | 10.12 | % | ||
Fund Market | 10.23 | |||
S&P 500® Index(a) | 12.09 |
(a) | An unmanaged index that covers 500 leading companies and captures approximately 80% coverage of available market capitalization. |
For the fiscal period ended 12/31/23, the Fund did not have six months of performance and therefore line graphs are not presented.
The inception date of the Fund was September 26, 2023. The first day of secondary market trading was September 28, 2023.
Past performance is not an indication of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption of sale of fund shares. See “About Fund Performance” for more information.
Expense Example
Actual | Hypothetical 5% Return | |||||||||||||||||||||||||||||
| Beginning Account Value (09/26/23) |
(a) | | Ending Account Value (12/31/23) |
| | Expenses Paid During the Period |
(b) | | Beginning Account Value (07/01/23) |
| | Ending Account Value (12/31/23) |
| | Expenses Paid During the Period |
(b) | | Annualized Expense Ratio |
| ||||||||||
$ 1,000.00 | $ 1,101.20 | $ 0.96 | $ 1,000.00 | $ 1,024.29 | $ 0.92 | 0.35% |
(a) | Commencement of operations. |
(b) | Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 96/365 for actual expenses and 184/365 for hypothetical expenses (to reflect the six month period shown). Other fees, such as brokerage commissions and other fees to financial intermediaries, may be paid which are not reflected in the tables and examples above. See “Disclosure of Expenses” for more information. |
Portfolio Information
SECTOR ALLOCATION
Sector | | Percent of Total Investments | (a) | |
Information Technology | 28.7 | % | ||
Health Care | 13.0 | |||
Financials | 12.6 | |||
Consumer Discretionary | 11.3 | |||
Communication Services | 9.2 | |||
Industrials | 7.9 | |||
Consumer Staples | 7.2 | |||
Energy | 3.9 | |||
Materials | 2.8 | |||
Real Estate | 1.8 | |||
Utilities | 1.6 |
(a) | Excludes money market funds and options written. |
TEN LARGEST HOLDINGS
Security | | Percent of Total Investments | (a) | |
Microsoft Corp. | 8.1 | % | ||
Apple Inc. | 7.7 | |||
Amazon.com, Inc. | 3.6 | |||
Alphabet, Inc., Class A | 3.1 | |||
NVIDIA Corp. | 2.7 | |||
Johnson & Johnson | 1.9 | |||
Mastercard, Inc., Class A | 1.9 | |||
Meta Platforms, Inc., Class A | 1.9 | |||
Alphabet, Inc., Class C, NVS | 1.8 | |||
AbbVie, Inc. | 1.8 |
4 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Past performance is not an indication of future results. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. These circumstances may continue for an extended period of time and may continue to affect adversely the value and liquidity of the Fund’s investments. As a result, current performance may be lower or higher than the performance data quoted. Performance data current to the most recent month-end is available at blackrock.com. Performance results assume reinvestment of all dividends and capital gain distributions and do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. The investment return and principal value of shares will vary with changes in market conditions. Shares may be worth more or less than their original cost when they are redeemed or sold in the market. Performance for certain funds may reflect a waiver of a portion of investment advisory fees. Without such a waiver, performance would have been lower.
Net asset value or “NAV” is the value of one share of a fund as calculated in accordance with the standard formula for valuing exchange-traded fund shares. Since shares of a fund may not trade in the secondary market until after the fund’s inception, for the period from inception to the first day of secondary market trading in shares of the fund, the NAV of the fund is used as a proxy for the Market Price to calculate market returns. Market and NAV returns assume that dividends and capital gain distributions have been reinvested at Market Price and NAV, respectively.
An index is a statistical composite that tracks a specified financial market or sector. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. Also, index returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, index returns would be lower.
Shareholders of the Fund may incur the following charges: (1) transactional expenses, including brokerage commissions on purchases and sales of fund shares and (2) ongoing expenses, including management fees and other fund expenses. The expense examples shown (which are based on a hypothetical investment of $1,000 invested at the beginning of the period and held through the end of the period) are intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other funds.
The expense examples provide information about actual account values and actual expenses. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number under the heading entitled “Expenses Paid During the Period.”
The expense examples also provide information about hypothetical account values and hypothetical expenses based on a fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
The expenses shown in the expense examples are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as brokerage commissions and other fees paid on purchases and sales of fund shares. Therefore, the hypothetical examples are useful in comparing ongoing expenses only and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.
ABOUT FUND PERFORMANCE / DISCLOSURE OF EXPENSES | 5 |
December 31, 2023 | BlackRock Advantage Large Cap Income ETF (Percentages shown are based on Net Assets) |
Security | Shares | Value | ||||||
Common Stocks | ||||||||
Aerospace & Defense — 1.4% | ||||||||
Lockheed Martin Corp. | 500 | $ | 226,620 | |||||
Northrop Grumman Corp. | 68 | 31,834 | ||||||
|
| |||||||
258,454 | ||||||||
Air Freight & Logistics — 1.1% | ||||||||
FedEx Corp. | 809 | 204,653 | ||||||
|
| |||||||
Automobiles — 1.0% | ||||||||
Tesla, Inc.(a) | 717 | 178,160 | ||||||
|
| |||||||
Banks — 2.1% | ||||||||
Bank of America Corp. | 270 | 9,091 | ||||||
Citigroup, Inc. | 5,253 | 270,214 | ||||||
JPMorgan Chase & Co. | 183 | 31,128 | ||||||
Wells Fargo & Co. | 1,703 | 83,822 | ||||||
|
| |||||||
394,255 | ||||||||
Beverages — 1.5% | ||||||||
Coca-Cola Co. (The) | 622 | 36,654 | ||||||
PepsiCo, Inc. | 1,431 | 243,041 | ||||||
|
| |||||||
279,695 | ||||||||
Biotechnology — 4.2% | ||||||||
AbbVie, Inc. | 2,096 | 324,817 | ||||||
Amgen, Inc. | 875 | 252,017 | ||||||
Exelixis, Inc.(a) | 1,505 | 36,105 | ||||||
Gilead Sciences, Inc. | 254 | 20,577 | ||||||
Incyte Corp.(a) | 2,240 | 140,650 | ||||||
|
| |||||||
774,166 | ||||||||
Broadline Retail — 3.8% | ||||||||
Amazon.com, Inc.(a)(b) | 4,289 | 651,671 | ||||||
Dillard’s, Inc., Class A | 125 | 50,456 | ||||||
|
| |||||||
702,127 | ||||||||
Building Products — 0.4% | ||||||||
A O Smith Corp. | 917 | 75,597 | ||||||
|
| |||||||
Capital Markets — 1.3% | ||||||||
CME Group, Inc., Class A | 986 | 207,652 | ||||||
S&P Global, Inc. | 70 | 30,836 | ||||||
|
| |||||||
238,488 | ||||||||
Chemicals — 2.2% | ||||||||
LyondellBasell Industries NV, Class A | 1,951 | 185,501 | ||||||
Sherwin-Williams Co. (The) | 710 | 221,449 | ||||||
|
| |||||||
406,950 | ||||||||
Commercial Services & Supplies — 1.6% | ||||||||
Republic Services, Inc. | 1,254 | 206,797 | ||||||
Rollins, Inc. | 1,750 | 76,423 | ||||||
Waste Management, Inc. | 113 | 20,238 | ||||||
|
| |||||||
303,458 | ||||||||
Construction & Engineering — 0.8% | ||||||||
EMCOR Group, Inc. | 15 | 3,231 | ||||||
Valmont Industries, Inc. | 664 | 155,051 | ||||||
|
| |||||||
158,282 | ||||||||
Consumer Staples Distribution & Retail — 0.8% | ||||||||
Sysco Corp. | 1,725 | 126,150 | ||||||
Walmart, Inc. | 185 | 29,165 | ||||||
|
| |||||||
155,315 | ||||||||
Containers & Packaging — 0.5% | ||||||||
International Paper Co. | 2,773 | 100,244 | ||||||
|
| |||||||
Distributors — 0.0% | ||||||||
Genuine Parts Co. | 13 | 1,801 | ||||||
|
|
Security | Shares | Value | ||||||
Diversified Telecommunication Services — 0.8% | ||||||||
AT&T Inc. | 7,560 | $ | 126,857 | |||||
Verizon Communications, Inc. | 611 | 23,035 | ||||||
|
| |||||||
149,892 | ||||||||
Electric Utilities — 1.6% | ||||||||
Evergy, Inc. | 3,255 | 169,911 | ||||||
OGE Energy Corp. | 3,568 | 124,630 | ||||||
Xcel Energy, Inc. | 78 | 4,829 | ||||||
|
| |||||||
299,370 | ||||||||
Electronic Equipment, Instruments & Components — 1.4% | ||||||||
Corning, Inc. | 980 | 29,841 | ||||||
TE Connectivity Ltd. | 1,587 | 222,973 | ||||||
|
| |||||||
252,814 | ||||||||
Entertainment — 0.7% | ||||||||
Electronic Arts, Inc. | 910 | 124,497 | ||||||
|
| |||||||
Financial Services — 3.6% | ||||||||
Berkshire Hathaway, Inc., Class B(a) | 360 | 128,398 | ||||||
Fiserv, Inc.(a) | 35 | 4,649 | ||||||
Jack Henry & Associates, Inc. | 105 | 17,158 | ||||||
Mastercard, Inc., Class A | 825 | 351,871 | ||||||
Visa, Inc., Class A | 667 | 173,653 | ||||||
|
| |||||||
675,729 | ||||||||
Food Products — 3.6% | ||||||||
Archer-Daniels-Midland Co. | 2,135 | 154,190 | ||||||
General Mills, Inc. | 235 | 15,308 | ||||||
Hershey Co. (The) | 875 | 163,135 | ||||||
J M Smucker Co. (The) | 1,508 | 190,581 | ||||||
Mondelez International, Inc., Class A | 1,952 | 141,383 | ||||||
|
| |||||||
664,597 | ||||||||
Health Care Equipment & Supplies — 0.6% | ||||||||
Medtronic PLC | 713 | 58,737 | ||||||
Stryker Corp. | 192 | 57,496 | ||||||
|
| |||||||
116,233 | ||||||||
Health Care Providers & Services — 3.2% | ||||||||
Cencora, Inc. | 955 | 196,138 | ||||||
Elevance Health, Inc. | 265 | 124,964 | ||||||
Humana, Inc. | 6 | 2,747 | ||||||
McKesson Corp. | 444 | 205,563 | ||||||
UnitedHealth Group, Inc. | 120 | 63,176 | ||||||
|
| |||||||
592,588 | ||||||||
Hotel & Resort REITs — 0.4% | ||||||||
Park Hotels & Resorts, Inc. | 4,556 | 69,707 | ||||||
|
| |||||||
Hotels, Restaurants & Leisure — 2.2% | ||||||||
Booking Holdings, Inc.(a) | 16 | 56,755 | ||||||
McDonald’s Corp. | 1,000 | 296,510 | ||||||
Starbucks Corp. | 452 | 43,397 | ||||||
Wendy’s Co. (The) | 819 | 15,954 | ||||||
|
| |||||||
412,616 | ||||||||
Household Durables — 0.4% | ||||||||
Leggett & Platt, Inc. | 2,680 | 70,136 | ||||||
|
| |||||||
Household Products — 1.2% | ||||||||
Kimberly-Clark Corp. | 1,612 | 195,874 | ||||||
Procter & Gamble Co. (The) | 140 | 20,516 | ||||||
|
| |||||||
216,390 | ||||||||
Industrial Conglomerates — 0.3% | ||||||||
3M Co. | 80 | 8,746 | ||||||
Honeywell International, Inc. | 210 | 44,039 | ||||||
|
| |||||||
52,785 |
6 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) December 31, 2023 | BlackRock Advantage Large Cap Income ETF (Percentages shown are based on Net Assets) |
Security | Shares | Value | ||||||
Insurance — 5.3% | ||||||||
American Financial Group, Inc. | 1,484 | $ | 176,433 | |||||
Everest Group Ltd. | 127 | 44,905 | ||||||
Hartford Financial Services Group, Inc. (The) | 121 | 9,726 | ||||||
Marsh & McLennan Cos., Inc. | 1,121 | 212,396 | ||||||
Reinsurance Group of America, Inc. | 1,120 | 181,194 | ||||||
Travelers Cos., Inc. (The) | 1,158 | 220,587 | ||||||
W R Berkley Corp. | 1,973 | 139,530 | ||||||
|
| |||||||
984,771 | ||||||||
Interactive Media & Services — 6.7% | ||||||||
Alphabet, Inc., Class A(a)(b) | 4,056 | 566,583 | ||||||
Alphabet, Inc., Class C, NVS(a) | 2,348 | 330,904 | ||||||
Meta Platforms, Inc., Class A(a) | 964 | 341,217 | ||||||
|
| |||||||
1,238,704 | ||||||||
IT Services — 0.5% | ||||||||
Amdocs Ltd. | 546 | 47,988 | ||||||
Cognizant Technology Solutions Corp., Class A | 565 | 42,674 | ||||||
|
| |||||||
90,662 | ||||||||
Machinery — 2.0% | ||||||||
Oshkosh Corp. | 1,330 | 144,185 | ||||||
PACCAR, Inc. | 2,255 | 220,201 | ||||||
|
| |||||||
364,386 | ||||||||
Media — 0.9% | ||||||||
Comcast Corp., Class A | 3,885 | 170,357 | ||||||
|
| |||||||
Oil, Gas & Consumable Fuels — 3.8% | ||||||||
Chevron Corp. | 307 | 45,792 | ||||||
ConocoPhillips | 67 | 7,777 | ||||||
EOG Resources, Inc. | 1,603 | 193,883 | ||||||
Exxon Mobil Corp. | 3,023 | 302,239 | ||||||
Kinder Morgan, Inc. | 7,592 | 133,923 | ||||||
Pioneer Natural Resources Co. | 110 | 24,737 | ||||||
|
| |||||||
708,351 | ||||||||
Pharmaceuticals — 4.8% | ||||||||
Eli Lilly & Co. | 370 | 215,680 | ||||||
Johnson & Johnson | 2,247 | 352,195 | ||||||
Merck & Co., Inc. | 2,446 | 266,663 | ||||||
Pfizer, Inc. | 2,082 | 59,941 | ||||||
|
| |||||||
894,479 | ||||||||
Residential REITs — 0.7% | ||||||||
Camden Property Trust | 1,295 | 128,581 | ||||||
|
| |||||||
Retail REITs — 0.6% | ||||||||
Agree Realty Corp. | 1,832 | 115,324 | ||||||
|
| |||||||
Semiconductors & Semiconductor Equipment — 6.1% | ||||||||
Intel Corp. | 2,789 | 140,147 | ||||||
NVIDIA Corp.(b) | 1,007 | 498,686 | ||||||
QUALCOMM, Inc. | 1,906 | 275,665 | ||||||
Texas Instruments, Inc. | 1,295 | 220,746 | ||||||
|
| |||||||
1,135,244 | ||||||||
Software — 11.1% | ||||||||
Adobe, Inc.(a) | 141 | 84,121 |
Security | Shares | Value | ||||||
Software (continued) | ||||||||
Cadence Design Systems, Inc.(a) | 314 | $ | 85,524 | |||||
Manhattan Associates, Inc.(a) | 840 | 180,869 | ||||||
Microsoft Corp.(b) | 3,928 | 1,477,085 | ||||||
Oracle Corp. | 560 | 59,041 | ||||||
Salesforce, Inc.(a) | 689 | 181,303 | ||||||
|
| |||||||
2,067,943 | ||||||||
Specialized REITs — 0.0% | ||||||||
Public Storage | 20 | 6,100 | ||||||
|
| |||||||
Specialty Retail — 3.1% | ||||||||
Best Buy Co., Inc. | 286 | 22,388 | ||||||
Home Depot, Inc. (The) | 470 | 162,879 | ||||||
Murphy U.S.A., Inc. | 70 | 24,959 | ||||||
TJX Cos., Inc. (The) | 2,415 | 226,551 | ||||||
Ulta Beauty, Inc.(a) | 306 | 149,937 | ||||||
|
| |||||||
586,714 | ||||||||
Technology Hardware, Storage & Peripherals — 9.1% | ||||||||
Apple Inc.(b) | 7,280 | 1,401,618 | ||||||
Dell Technologies, Inc., Class C | 599 | 45,824 | ||||||
HP, Inc. | 6,114 | 183,970 | ||||||
NetApp, Inc. | 626 | 55,188 | ||||||
|
| |||||||
1,686,600 | ||||||||
Textiles, Apparel & Luxury Goods — 0.5% | ||||||||
Skechers U.S.A., Inc., Class A(a) | 1,597 | 99,557 | ||||||
|
| |||||||
Trading Companies & Distributors — 0.1% | ||||||||
WW Grainger, Inc. | 34 | 28,175 | ||||||
|
| |||||||
Total Long-Term Investments — 98.0% | 18,234,947 | |||||||
|
| |||||||
Short-Term Securities | ||||||||
Money Market Funds — 1.2% | ||||||||
BlackRock Cash Funds: Treasury, SL Agency Shares, 5.33%(c)(d) | 223,329 | 223,329 | ||||||
|
| |||||||
Total Short-Term Securities — 1.2% | 223,329 | |||||||
|
| |||||||
Total Investments Before Options Written — 99.2% |
| 18,458,276 | ||||||
|
| |||||||
Options Written — (0.6)% | ||||||||
(Premiums Received: $(73,334)) | (116,860 | ) | ||||||
|
| |||||||
Total Investments Net of Options Written — 98.6% |
| 18,341,416 | ||||||
Other Assets Less Liabilities — 1.4% | 263,615 | |||||||
|
| |||||||
Net Assets — 100.0% | $ | 18,605,031 | ||||||
|
|
(a) | Non-income producing security. |
(b) | All or a portion of the security has been pledged and/or segregated as collateral in connection with outstanding exchange-traded options written. |
(c) | Affiliate of the Fund. |
(d) | Annualized 7-day yield as of period end. |
SCHEDULE OF INVESTMENTS | 7 |
Schedule of Investments (continued) December 31, 2023 | BlackRock Advantage Large Cap Income ETF |
Affiliates
Investments in issuers considered to be affiliate(s) of the Fund during the period ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
Affiliated Issuer | Value at 09/26/23(a) | Purchases at Cost | Proceeds from Sale | Net Realized Gain (Loss) | Change in Unrealized Appreciation (Depreciation) | Value at 12/31/23 | Shares Held at 12/31/23 | Income | Capital Gain Distributions | |||||||||||||||||||||||||||||||||
BlackRock Cash Funds: Treasury, SL Agency Shares | $ | — | $ | 223,329 | (b) | $ | — | $ | — | $ | — | $ | 223,329 | 223,329 | $ | 6,047 | $ | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | The Fund commenced operations on September 26, 2023. |
(b) | Represents net amount purchased (sold). |
Derivative Financial Instruments Outstanding as of Period End
Futures Contracts
Description | Number of Contracts | Expiration Date | Notional (000) | Value/ Unrealized Appreciation (Depreciation) | ||||||||||||
Long Contracts | ||||||||||||||||
Micro E-Mini S&P 500 Index | 153 | 03/15/24 | $ | 3,687 | $ | 122,060 | ||||||||||
|
|
Exchange-Traded Options Written
Description | Number of Contracts | Expiration Date | Exercise Price | Notional (000) | Value | |||||||||||||||
Call | ||||||||||||||||||||
S&P 500 Index | 4 | 01/05/24 | USD 4,615.00 | USD 1,908 | $ | (64,040 | ) | |||||||||||||
S&P 500 Index | 4 | 01/12/24 | USD 4,750.00 | USD 1,908 | (22,040 | ) | ||||||||||||||
S&P 500 Index | 4 | 01/19/24 | USD 4,810.00 | USD 1,908 | (12,760 | ) | ||||||||||||||
S&P 500 Index | 4 | 01/26/24 | USD 4,805.00 | USD 1,908 | (18,020 | ) | ||||||||||||||
|
| |||||||||||||||||||
(116,860 | ) | |||||||||||||||||||
|
|
Balances Reported in the Statement of Assets and Liabilities for Options Written
Description | Swap Premiums Paid | Swap Premiums Received | Unrealized Appreciation | Unrealized Depreciation | Value | |||||||||||||||
Options Written | $ | N/A | $ | N/A | $ | 4,426 | $ | (47,952 | ) | $ | (116,860 | ) |
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:
Commodity Contracts | Credit Contracts | Equity Contracts | Foreign Currency Exchange Contracts | Interest Rate Contracts | Other Contracts | Total | ||||||||||||||||||||||
Assets — Derivative Financial Instruments | ||||||||||||||||||||||||||||
Futures contracts | ||||||||||||||||||||||||||||
Unrealized appreciation on futures contracts(a) | $ | — | $ | — | $ | 122,060 | $ | — | $ | — | $ | — | $ | 122,060 | ||||||||||||||
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Liabilities — Derivative Financial Instruments | ||||||||||||||||||||||||||||
Options written | ||||||||||||||||||||||||||||
Options written at value | $ | — | $ | — | $ | 116,860 | $ | — | $ | — | $ | — | $ | 116,860 | ||||||||||||||
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(a) | Net cumulative unrealized appreciation (depreciation) on futures contracts, if any, are reported in the Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss). |
8 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) December 31, 2023
| BlackRock Advantage Large Cap Income ETF |
For the period ended December 31, 2023, the effect of derivative financial instruments in the Statement of Operations was as follows:
Commodity Contracts | Credit Contracts | Equity Contracts | Foreign Currency Exchange Contracts | Interest Rate Contracts | Other Contracts | Total | ||||||||||||||||||||||
Net Realized Gain (Loss) from: | ||||||||||||||||||||||||||||
Futures contracts | $ | — | $ | — | $ | 280,559 | $ | — | $ | — | $ | — | $ | 280,559 | ||||||||||||||
Options written | — | — | (399,039 | ) | — | — | — | (399,039 | ) | |||||||||||||||||||
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|
|
|
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| |||||||||||||||
$ | — | $ | — | $ | (118,480 | ) | $ | — | $ | — | $ | — | $ | (118,480 | ) | |||||||||||||
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|
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|
|
|
|
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| |||||||||||||||
Net Change in Unrealized Appreciation (Depreciation) on: | ||||||||||||||||||||||||||||
Futures contracts | $ | — | $ | — | $ | 122,060 | $ | — | $ | — | $ | — | $ | 122,060 | ||||||||||||||
Options written | — | — | (43,526 | ) | — | — | — | (43,526 | ) | |||||||||||||||||||
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| |||||||||||||||
$ | — | $ | — | $ | 78,534 | $ | — | $ | — | $ | — | $ | 78,534 | |||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| ||||
Futures contracts | ||||
Average notional value of contracts — long | $ | 2,059,925 | ||
Options: | ||||
Average value of option contracts written | $65,660 | |||
|
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.
| ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Investments | ||||||||||||||||||||||||||||
Long-Term Investments | ||||||||||||||||||||||||||||
Common Stocks | $ | 18,234,947 | $ | — | $ | — | $ | 18,234,947 | ||||||||||||||||||||
Short-Term Securities | ||||||||||||||||||||||||||||
Money Market Funds | 223,329 | — | — | 223,329 | ||||||||||||||||||||||||
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| |||||||||||||||||||||
$ | 18,458,276 | $ | — | $ | — | $ | 18,458,276 | |||||||||||||||||||||
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| |||||||||||||||||||||
Derivative Financial Instruments(a) | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Equity Contracts | $ | 122,060 | $ | — | $ | — | $ | 122,060 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Equity Contracts | (116,860 | ) | — | — | (116,860 | ) | ||||||||||||||||||||||
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| |||||||||||||||||||||
$ | 5,200 | $ | — | $ | — | $ | 5,200 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
(a) | Derivative financial instruments are futures contracts and options written. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument and options written are shown at value. |
See notes to financial statements.
SCHEDULE OF INVESTMENTS | 9 |
Statement of Assets and Liabilities
December 31, 2023
BlackRock Advantage Large Cap Income ETF | ||||
| ||||
ASSETS | ||||
Investments, at value — unaffiliated(a) | $ | 18,234,947 | ||
Investments, at value — affiliated(b) | 223,329 | |||
Cash | 4,403 | |||
Cash pledged: | ||||
Futures contracts | 297,000 | |||
Receivables: | ||||
Investments sold | 17,276 | |||
Dividends — unaffiliated | 37,675 | |||
Dividends — affiliated | 1,529 | |||
|
| |||
Total assets | 18,816,159 | |||
|
| |||
LIABILITIES | ||||
Options written, at value(c) | 116,860 | |||
Payables: | ||||
Investments purchased | 74,915 | |||
Investment advisory fees | 5,505 | |||
Variation margin on futures contracts | 13,848 | |||
|
| |||
Total liabilities | 211,128 | |||
|
| |||
Commitments and contingent liabilities | ||||
NET ASSETS | $ | 18,605,031 | ||
|
| |||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 17,215,867 | ||
Accumulated earnings | 1,389,164 | |||
|
| |||
NET ASSETS | $ | 18,605,031 | ||
|
| |||
NET ASSET VALUE | ||||
Shares outstanding | $ | 700,000 | ||
|
| |||
Net asset value | $ | 26.58 | ||
|
| |||
Shares authorized | Unlimited | |||
|
| |||
Par value | None | |||
|
| |||
(a) Investments, at cost — unaffiliated | $ | 16,807,562 | ||
(b) Investments, at cost — affiliated | $ | 223,329 | ||
(c) Premiums received | $ | 73,334 |
See notes to financial statements.
10 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Period Ended December 31, 2023
BlackRock Advantage Large Cap Income ETF(a) | ||||
INVESTMENT INCOME | ||||
Dividends — unaffiliated | $ | 126,319 | ||
Dividends — affiliated | 6,047 | |||
Interest — unaffiliated | 207 | |||
|
| |||
Total investment income | 132,573 | |||
|
| |||
EXPENSES | ||||
Investment advisory | 15,725 | |||
|
| |||
Total expenses | 15,725 | |||
|
| |||
Less: | ||||
Investment advisory fees waived | (102 | ) | ||
|
| |||
Total expenses after fees waived | 15,623 | |||
|
| |||
Net investment income | 116,950 | |||
|
| |||
REALIZED AND UNREALIZED GAIN (LOSS) | ||||
Net realized gain (loss) from: | ||||
Investments — unaffiliated | 1,725 | |||
Options written | (399,039 | ) | ||
Futures contracts | 280,559 | |||
In-kind redemptions — unaffiliated(b) | 117,022 | |||
|
| |||
267 | ||||
|
| |||
Net change in unrealized appreciation (depreciation) on: | ||||
Investments — unaffiliated | 1,427,385 | |||
Options written | (43,526 | ) | ||
Futures contracts | 122,060 | |||
|
| |||
1,505,919 | ||||
|
| |||
Net realized and unrealized gain | 1,506,186 | |||
|
| |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 1,623,136 | ||
|
|
(a) | For the period from September 26, 2023 (commencement of operations) to December 31, 2023. |
(b) | See Note 2 of the Notes to Financial Statements. |
See notes to financial statements.
FINANCIAL STATEMENTS | 11 |
Statement of Changes in Net Assets
BlackRock Advantage Large Cap Income ETF | ||||
Period From 09/26/23(a) to 12/31/23 | ||||
INCREASE (DECREASE) IN NET ASSETS | ||||
OPERATIONS | ||||
Net investment income | $ | 116,950 | ||
Net realized gain | 267 | |||
Net change in unrealized appreciation (depreciation) | 1,505,919 | |||
|
| |||
Net increase in net assets resulting from operations | 1,623,136 | |||
|
| |||
DISTRIBUTIONS TO SHAREHOLDERS(b) | ||||
From net investment income | (233,972 | ) | ||
Return of capital | (164,121 | ) | ||
|
| |||
Decrease in net assets resulting from distributions to shareholders | (398,093 | ) | ||
|
| |||
CAPITAL SHARE TRANSACTIONS | ||||
Net increase in net assets derived from capital share transactions | 17,379,988 | |||
|
| |||
NET ASSETS | ||||
Total increase in net assets | 18,605,031 | |||
Beginning of period | — | |||
|
| |||
End of period | $ | 18,605,031 | ||
|
|
(a) | Commencement of operations. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
12 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
(For a share outstanding throughout each period)
BlackRock Advantage Large Cap Income ETF | ||||
| Period From 09/26/23 to 12/31/23 | (a)
| ||
Net asset value, beginning of period | $ | 24.67 | ||
|
| |||
Net investment income(b) | 0.17 | |||
Net realized and unrealized gain(c) | 2.31 | |||
|
| |||
Net increase from investment operations | 2.48 | |||
|
| |||
Distributions(d) | ||||
From net investment income | (0.34 | ) | ||
Return of capital | (0.23 | ) | ||
|
| |||
Total distributions | (0.57 | ) | ||
|
| |||
Net asset value, end of period | $ | 26.58 | ||
|
| |||
Total Return(e) | ||||
Based on net asset value | 10.12 | %(f) | ||
|
| |||
Ratios to Average Net Assets(g) | ||||
Total expenses | 0.35 | %(h) | ||
|
| |||
Total expenses after fees waived and/or reimbursed | 0.35 | %(h) | ||
|
| |||
Net investment income | 2.60 | %(h) | ||
|
| |||
Supplemental Data | ||||
Net assets, end of period (000) | $ | 18,605 | ||
|
| |||
Portfolio turnover rate(i) | 23 | % | ||
|
|
(a) | Commencement of operations. |
(b) | Based on average shares outstanding. |
(c) | The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities. |
(d) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(e) | Where applicable, assumes the reinvestment of distributions. |
(f) | Not annualized. |
(g) | Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
(h) | Annualized. |
(i) | Portfolio turnover rate excludes in-kind transactions. |
See notes to financial statements.
FINANCIAL HIGHLIGHTS | 13 |
1. | ORGANIZATION |
BlackRock ETF Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Delaware statutory trust and is authorized to have multiple series or portfolios.
These financial statements relate only to the following fund (the “Fund”):
BlackRock ETF | Diversification Classification | |
Advantage Large Cap Income(a) | Non-diversified |
(a) | The Fund commenced operations on September 26, 2023. |
The Fund, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, is included in a complex of funds referred to as the BlackRock Multi-Asset Complex.
2. | SIGNIFICANT ACCOUNTING POLICIES |
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded on the ex-dividend date at fair value. Upon notification from issuers or as estimated by management, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.
Collateralization: If required by an exchange or counterparty agreement, the Fund may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.
In-kind Redemptions: For financial reporting purposes, in-kind redemptions are treated as sales of securities resulting in realized capital gains and losses to the Fund. Because such gains or losses are not taxable to the Fund and are not distributed to existing Fund shareholders, the gains or losses are reclassified from accumulated net realized gain (loss) to paid-in capital at the end of the Fund’s tax year. These reclassifications have no effect on net assets or net asset value (“NAV”) per share.
Distributions: Dividends and distributions paid by the Fund are recorded on the ex-dividend dates. Distributions are determined on a tax basis and may differ from net investment income and net realized capital gains and/or return of capital for financial reporting purposes. Dividends and distributions are paid in U.S. dollars and cannot be automatically reinvested in additional shares of the Fund.
The portion of distributions that exceeds the Fund’s current and accumulated earnings and profits will constitute a non-taxable return of capital. Distributions in excess of the Fund’s minimum distribution requirements, but not in excess of the Fund’s earning and profits, will be taxable to the Fund’s shareholders and will not constitute non-taxable returns of capital. Return of capital distributions will reduce a shareholder’s cost basis and will result in higher capital gains or lower capital losses when the Fund’s shares on which distributions were received are sold. Once a shareholder’s cost basis is reduced to zero, further distributions will be treated as capital gains.
Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.
3. | INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS |
Investment Valuation Policies: The Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund’s listing exchange is open and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) of the Fund has approved the designation of BlackRock Fund Advisors (“BFA”), the Fund’s investment adviser, as the valuation designee for the Fund. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under BFA’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with BFA’s policies and procedures as reflecting fair value. BFA has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.
14 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Fund’s assets and liabilities:
• | Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last traded price. |
• | Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published NAV. |
• | Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded. |
• | Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day’s price will be used, unless it is determined that the prior day’s price no longer reflects the fair value of the option. |
If events (e.g., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee, in accordance with BFA’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that the Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.
Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:
• | Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access; |
• | Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); and |
• | Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Valuation Committee’s assumptions used in determining the fair value of financial instruments). |
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.
4. | DERIVATIVE FINANCIAL INSTRUMENTS |
Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).
Futures contracts are exchange-traded agreements between the Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.
Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.
Options: The Fund will sell (write) call options on a large cap equity index, such as the S&P 500 Index, to generate income.
An options contract is an agreement between a buyer and seller that gives the purchaser of the option the right to buy (in the case of a call option) a particular asset at a specified future date at an agreed upon price (commonly known as the “strike price”). A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period.
NOTES TO FINANCIAL STATEMENTS | 15 |
Notes to Financial Statements (continued)
Premiums received on options written, as well as the daily fluctuation in market value, are included in options written at value in the Statement of Assets and Liabilities. When an instrument is sold through the exercise of an option, the premium is offset against the proceeds of the underlying instrument. When a written option expires without being exercised, a realized gain or loss is recorded in the Statement of Operations to the extent of the premiums received. When a written option is closed or sold, a gain or loss is recorded in the Statement of Operations to the extent the cost of the closing transaction exceeds or does not exceed the premiums received.
In writing options, the Fund bears the risk of an unfavorable change in the value of the underlying instrument or the risk that they may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Fund purchasing or selling a security when it otherwise would not, or at a price different from the current market value.
5. | INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
Investment Advisory Fees: Pursuant to an Investment Advisory Agreement with the Trust, BFA manages the investment of the Fund’s assets. BFA is a California corporation indirectly owned by BlackRock. Under the Investment Advisory Agreement, BFA is responsible for substantially all expenses of the Fund, except (i) interest and taxes; (ii) brokerage commissions and other expenses connected with the execution of portfolio transactions; (iii) distribution fees; (iv) the advisory fee payable to BFA; and (v) litigation expenses and any extraordinary expenses (in each case as determined by a majority of the independent trustees).
For its investment advisory services to the Fund, BFA is entitled to an annual investment advisory fee, accrued daily and paid monthly by the Fund, based on the average daily net assets of the Fund as follows:
BlackRock ETF | Investment Advisory Fees | |
Advantage Large Cap Income | 0.35% |
Expense Waivers: BFA has contractually agreed to waive a portion of its management fees to the Fund in an amount equal to the aggregate Acquired Fund Fees and Expenses, if any, attributable to investments by the Fund in other equity and fixed-income mutual funds and ETFs advised by BFA or its affiliates through June 30, 2025. BFA has also contractually agreed to waive a portion of its management fees to the Fund by an amount equal to the aggregate Acquired Fund Fees and Expenses, if any, attributable to investments by the Fund in money market funds advised by BFA or its affiliates through June 30, 2025. The agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. For the period ended December 31, 2023, the Manager waived $102 in investment advisory fees pursuant to this arrangement.
Sub-Adviser: BFA has entered into a sub-advisory agreement with BlackRock International Limited (the “Sub-Adviser”), an affiliate of BFA, under which BFA pays the Sub-Adviser for services it provides to the Fund.
Distributor: BlackRock Investments, LLC (“BRIL”), an affiliate of BFA, is the distributor for the Fund. Pursuant to the distribution agreement, BFA is responsible for any fees or expenses for distribution services provided to the Fund.
ETF Servicing Fees: The Fund has entered into an ETF Services Agreement with BRIL to perform certain order processing, Authorized Participant communications, and related services in connection with the issuance and redemption of Creation Units (“ETF Services”). BRIL is entitled to a transaction fee from Authorized Participants on each creation or redemption order for the ETF Services provided. The Fund does not pay BRIL for ETF Services.
Officers and Trustees: Certain officers and/or trustees of the Trust are officers and/or trustees of BlackRock or its affiliates.
Other Transactions: The Fund may invest its positive cash balances in certain money market funds managed by BFA or an affiliate. The income earned on these temporary cash investments is shown as dividends - affiliated in the Statement of Operations.
6. | PURCHASES AND SALES |
For the period ended December 31, 2023, purchases and sales of investments, excluding short-term securities and in-kind transactions, were as follows:
BlackRock ETF | Purchases | Sales | ||||
Advantage Large Cap Income | $ | 3,790,928 | $ 3,697,926 |
For the period ended December 31, 2023, in-kind transactions were as follows:
BlackRock ETF | In-kind Purchases | In-kind Sales | ||||
Advantage Large Cap Income | $ | 19,013,281 | $ 2,417,466 |
7. | INCOME TAX INFORMATION |
The Fund is treated as an entity separate from the Trust’s other funds for federal income tax purposes. It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.
16 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
Management has analyzed tax laws and regulations and their application to the Fund as of December 31, 2023, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.
The tax character of distributions paid was as follows:
BlackRock ETF | Period Ended December 31, 2023 | |||
Advantage Large Cap Income | ||||
Ordinary income | $ | 233,972 | ||
Return of capital | 164,121 | |||
|
| |||
$ | 398,093 |
As of December 31, 2023, the tax components of accumulated net earnings (losses) were as follows:
BlackRock ETF | Non-expiring Capital Loss Carryforwards(a) | Net Unrealized Gains (Losses)(b) | Total | |||||||||
Advantage Large Cap Income | $ | (38,221 | ) | $ | 1,427,385 | $ | 1,389,164 |
(a) | Amounts available to offset future realized capital gains. |
(b) | The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the realization for tax purposes of unrealized gains/losses on certain futures and options contracts. |
As of December 31, 2023, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:
BlackRock ETF | Tax Cost | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) | ||||||||||||
Advantage Large Cap Income | $ | 17,030,891 | $ | 1,578,562 | $ | (151,177 | ) | $ | 1,427,385 |
8. | PRINCIPAL RISKS |
In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including, among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate or price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments. The Fund’s prospectus provides details of the risks to which the Fund is subject.
Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. A fund may invest in illiquid investments. An illiquid investment is any investment that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause a fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of a fund may lose value, regardless of the individual results of the securities and other instruments in which a fund invests.
Counterparty Credit Risk: The Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Fund manages counterparty credit risk by entering into transactions only with counterparties that BFA believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.
A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.
With exchange-traded futures, there is less counterparty credit risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that
NOTES TO FINANCIAL STATEMENTS | 17 |
Notes to Financial Statements (continued)
time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Fund.
Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Fund’s portfolio are disclosed in its Schedule of Investments.
The Fund invests a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.
The Fund invests a significant portion of its assets in securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the fund and could affect the income from, or the value or liquidity of, the fund’s portfolio. Investment percentages in specific sectors are presented in the Schedule of Investments.
Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.
9. | CAPITAL SHARE TRANSACTIONS |
Capital shares are issued and redeemed by the Fund only in aggregations of a specified number of shares or multiples thereof (“Creation Units”) at NAV. Except when aggregated in Creation Units, shares of the Fund are not redeemable.
Transactions in capital shares were as follows:
Period From 09/26/23(a) to 12/31/23 | ||||||||
BlackRock ETF | Shares | Amount | ||||||
Advantage Large Cap Income | ||||||||
Shares sold | 800,000 | $ | 19,905,623 | |||||
Shares redeemed | (100,000 | ) | (2,525,635 | ) | ||||
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|
|
| |||||
700,000 | $ | 17,379,988 | ||||||
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|
|
|
(a) | Commencement of operations. |
The consideration for the purchase of Creation Units of a fund in the Trust generally consists of the in-kind deposit of a designated portfolio of securities and a specified amount of cash. Certain funds in the Trust may be offered in Creation Units solely or partially for cash in U.S. dollars. Authorized Participants purchasing and redeeming Creation Units may pay a purchase transaction fee and a redemption transaction fee directly to BRIL, to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units, including Creation Units for cash. Authorized Participants transacting in Creation Units for cash may also pay an additional variable charge to compensate the relevant fund for certain transaction costs (i.e., stamp taxes, taxes on currency or other financial transactions, and brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in shares sold in the table above.
From time to time, settlement of securities related to in-kind contributions or in-kind redemptions may be delayed. In such cases, securities related to in-kind transactions are reflected as a receivable or a payable in the Statement of Assets and Liabilities.
As of December 31, 2023, BlackRock Financial Management, Inc., an affiliate of the Fund, owned 400,000 shares of the Fund.
10. | SUBSEQUENT EVENTS |
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.
18 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of BlackRock ETF Trust and Shareholders of BlackRock Advantage Large Cap Income ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Advantage Large Cap Income ETF (one of the series constituting BlackRock ETF Trust, referred to hereafter as the “Fund”) as of December 31, 2023, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period September 26, 2023 (commencement of operations) to December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, and the results of its operations, changes in its net assets and the financial highlights for the period September 26, 2023 (commencement of operations) to December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 22, 2024
We have served as the auditor of one or more BlackRock investment companies since 2000.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
Important Tax Information (unaudited)
The following amount, or maximum amount allowable by law, is hereby designated as qualified dividend income for individuals for the fiscal period ended December 31, 2023:
| ||||
BlackRock ETF | Qualified Dividend Income | |||
| ||||
Advantage Large Cap Income | $ | 98,505 | ||
|
The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal period ended December 31, 2023 qualified for the dividends-received deduction for corporate shareholders:
| ||||
BlackRock ETF | Dividends-Received Deduction | |||
| ||||
Advantage Large Cap Income | 42.21% | |||
|
20 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Disclosure of Investment Advisory Agreement
The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of BlackRock ETF Trust (the “Trust”) met on May 22-24, 2023 (the “Organizational Meeting”) to consider the initial approval of the proposed investment advisory agreement (the “Agreement”) between the Trust, on behalf of BlackRock Advantage Large Cap Income ETF (the “Fund”), and BlackRock Fund Advisors (the “Manager” or “BlackRock”), the Fund’s investment advisor. The Agreement was the same agreement that had been previously approved by the Board with respect to certain series of the Trust.
The Approval Process
Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Trust is required to consider the initial approval of the Agreement. The Board members whom are not “interested persons” of the Fund, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). In connection with this deliberative process, the Board assessed, among other things, the nature, extent and quality of the services to be provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services.
At the Organizational Meeting, the Board received and reviewed materials relating to its consideration of the proposed Agreement. The Board considered all factors it believed relevant with respect to the Fund, including, among other things: (a) the nature, extent and quality of the services to be provided by BlackRock; (b) the investment performance of BlackRock portfolio management; (c) the advisory fee and the estimated cost of the services and estimated profits to be realized by BlackRock and its affiliates from their relationship with the Fund; (d) the existence and sharing of potential economies of scale; (e) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Fund; (f) possible alternatives to the proposed Agreement; (g) the policies and practices of BlackRock with respect to portfolio transactions for the Fund; (h) BlackRock’s portfolio compliance systems and capabilities; and (i) other factors deemed relevant by the Board Members.
In considering approval of the Agreement, the Board met with the relevant investment advisory personnel from BlackRock and considered all information it deemed reasonably necessary to evaluate the terms of the Agreement. The Board received materials in advance of the Organizational Meeting relating to its consideration of the Agreement, including (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) regarding the Fund’s fees and estimated expense ratio as compared with a peer group of funds as determined by Broadridge (“Expense Peers”); (b) information regarding BlackRock’s economic outlook for the Fund and its general investment outlook for the markets; (c) information regarding fees paid to service providers that are affiliates of BlackRock; and (d) information outlining the legal duties of the Board under the 1940 Act with respect to the consideration and approval of the Agreement. The Board also noted information received at prior Board meetings concerning compliance records and regulatory matters relating to BlackRock.
The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management and BlackRock’s services related to the valuation and pricing of the portfolio holdings of the Fund. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board Members did not identify any particular information or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.
A. Nature, Extent and Quality of the Services to be Provided by BlackRock
The Board, including the Independent Board Members, reviewed the nature, extent and quality of services to be provided by BlackRock, including the investment advisory services to be provided to the Fund. The Board received information concerning the investment philosophy and investment process to be used by BlackRock in managing the Fund, as well as a description of the capabilities, personnel and services of BlackRock. The Board considered the scope of the services provided by BlackRock to the Fund under the Agreement relative to services typically provided by third parties to other funds. The Board noted that the standard of care applicable under the Agreement was comparable to that found generally in investment company advisory agreements. The Board concluded that the scope of BlackRock’s services to be provided to the Fund was consistent with the Fund’s operational requirements, including, in addition to seeking to meet the Fund’s investment objective(s), compliance with investment restrictions, tax and reporting requirements and related shareholder services.
The Board, including the Independent Board Members, also considered the quality of the administrative and other non-investment advisory services to be provided by BlackRock and its affiliates to the Fund. The Board evaluated the procedures of BlackRock designed to fulfill its fiduciary duty to the Fund with respect to possible conflicts of interest, including BlackRock’s code of ethics (regulating the personal trading of BlackRock’s officers and employees), the procedures by which BlackRock allocates trades among its various investment advisory clients, the integrity of the systems in place to ensure compliance with the foregoing and the record of BlackRock in these matters. The Board also noted information received at prior Board meetings concerning standards of BlackRock with respect to the execution of portfolio transactions.
The Board considered, among other factors, with respect to BlackRock: the experience of investment personnel generally and the Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives. The Board also considered the business reputation of BlackRock and its financial resources and concluded that BlackRock would be able to meet any reasonably foreseeable obligation under the Agreement.
In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services to be provided to the Fund. The Board considered that BlackRock and its affiliates will provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates will provide the Fund with administrative services, including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of third-party service providers, including, among others, the Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing or managing
DISCLOSURE OF INVESTMENT ADVISORY AGREEMENT | 21 |
Disclosure of Investment Advisory Agreement(continued)
administrative functions necessary for the operation of the Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing the Fund’s distribution partners, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.
B. The Investment Performance of the Fund and BlackRock
The Board, including the Independent Board Members, previously received and considered information about BlackRock’s investment performance for other funds. The Board, however, did not consider the performance history of the Fund because the Fund was newly organized and had not yet commenced operations as of the date of the Organizational Meeting.
C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services to be Provided and Estimated Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Fund
In connection with the initial approval of the Agreement, the Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s estimated total expense ratio, as well as its estimated actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non-12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. Additionally, the Board noted information received at prior Board meetings concerning the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).
The Board noted that the Fund’s contractual management fee rate ranked in the first quartile, and that the estimated actual management fee rate and estimated total expense ratio would each rank in the first quartile relative to the Fund’s Expense Peers. The Board also noted that the Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board additionally noted that the breakpoints can, conversely, adjust the advisory fee rate upward as the size of the Fund decreases below certain contractually specified levels.
Following consideration of this information, the Board, including the independent Board Members, concluded that the fees to be paid pursuant to the Agreement were fair and reasonable in light of the services provided.
As the Fund had not commenced operations as of the date of the Organizational Meeting, BlackRock was not able to provide the Board with specific information concerning the expected profits to be realized by BlackRock and its affiliates from their relationships with the Fund. BlackRock, however, will provide the Board with such information at future meetings.
D. Economies of Scale
The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase. The Board considered multiple factors, including the advisory fee rate and breakpoint structure, fee waivers, and expense caps, as applicable.
E. Other Factors Deemed Relevant by the Board Members
The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending, ETF servicing and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.
In connection with its consideration of the Agreement, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of the ETF marketplace, and that shareholders are able to redeem or sell their Fund shares if they believe that the Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.
Conclusion
Following discussion, the Board, including the Independent Board Members, unanimously approved the Agreement between the Manager and the Trust, with respect to the Fund, for a two-year term beginning on the effective date of the Agreement. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.
22 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Disclosure of Investment Sub-Advisory Agreement
The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of BlackRock ETF Trust (the “Trust”) met on May 22-24, 2023 (the “Meeting”) to consider the initial approval of the proposed sub-advisory agreement (the “Sub-Advisory Agreement”) between BlackRock Fund Advisors (the “Manager”), the Trust’s investment advisor, and BlackRock International Limited (the “Sub-Advisor”) with respect to BlackRock Advantage Large Cap Income ETF (the “Fund”), a series of the Trust.
Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), at the Meeting, the Board reviewed materials relating to its consideration of the Sub-Advisory Agreement. The Board Members who are not “interested persons” of the Fund, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). At the Meeting, the Board also considered the initial approval of the proposed investment advisory agreement (the “Advisory Agreement”) between the Trust and the Manager, on behalf of the Fund. At the Meeting, the Board, including the Independent Board Members, unanimously approved the Advisory Agreement between the Manager and the Trust, with respect to the Fund, for a two-year term beginning on the effective date of the Advisory Agreement. A discussion of the basis for the Board’s approval of the Advisory Agreement at the Meeting is included in the annual shareholder report for the Fund for the period ended December 31, 2023. The factors considered by the Board at the Meeting in connection with the approval of the proposed Sub-Advisory Agreement were substantially the same as the factors considered at the Meeting with respect to approval of the Advisory Agreement.
Following discussion, the Board, including the Independent Board Members, unanimously approved the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, for a two-year term beginning on the effective date of the Sub-Advisory Agreement. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Sub-Advisory Agreement were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Sub-Advisory Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.
DISCLOSURE OF INVESTMENT SUB - ADVISORY AGREEMENT | 23 |
Statement Regarding Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock ETF Trust (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Advantage Large Cap Income ETF (the “Fund”), a series of the Trust, which is reasonably designed to assess and manage the Fund’s liquidity risk.
The Board of Trustees (the “Board”) of the Trust, on behalf of the Fund, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Fund Advisors (“BlackRock”), the investment adviser to the Fund, as the program administrator for the Fund’s Program. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of the Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).
The Report described the Program’s liquidity classification methodology for categorizing the Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish the Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to the Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.
The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing the Fund’s liquidity risk, as follows:
a) | The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end fund structure, with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation. |
b) | Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish the Fund’s reasonably anticipated trading size utilized for liquidity classifications. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections. |
c) | Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered that exchange-traded funds (“ETFs”) that redeem in-kind generally do not hold more than de minimis amounts of cash, and that ETFs generally do not borrow. The Committee considered the terms of the credit facility committed to certain Funds, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). |
d) | The relationship between an ETF’s portfolio liquidity and the way in which, and the prices and spreads at which, ETF shares trade, including the efficiency of the arbitrage function and the level of active participation by market participants, including authorized participants. The Committee monitored the prevailing bid/ask spread and the ETF price premium (or discount) to NAV for all ETFs and reviewed any persistent deviations from long-term averages. |
e) | The effect of the composition of baskets on the overall liquidity of an ETF’s portfolio. In reviewing the linkage between the composition of custom baskets accepted by an ETF and any significant change in the liquidity profile of such ETF, the Committee reviewed changes in the proportion of the Fund’s portfolio comprised of less liquid and illiquid holdings to determine if applicable thresholds were met requiring enhanced review. |
There were no material changes to the Program during the Program Reporting Period, other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.
24 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Supplemental Information (unaudited)
Section 19(a) Notices
The amounts and sources of distributions reported are estimates and are being provided pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV each calendar year that will inform them how to report these distributions for federal income tax purposes.
December 31, 2023
Total Cumulative Distributions for the Fiscal Year-to-Date | % Breakdown of the Total Cumulative Distributions for the Fiscal Year-to-Date | |||||||||||||||||||||||||||||||||||
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BlackRock ETF | Net Investment Income | Net Realized Capital Gains | Return of Capital | Total Per Share | Net Investment Income | Net Realized Capital Gains | Return of Capital | Total Per Share | ||||||||||||||||||||||||||||
Advantage Large Cap Income(a) | $ | 0.108629 | $ | — | $ | 0.458290 | $ | 0.566919 | 19 | % | — | % | 81 | % | 100 | % |
(a) | The Fund estimates that it has distributed more than its net investment income and net realized capital gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” When distributions exceed total return performance, the difference will incrementally reduce the Fund’s net asset value per share. |
Tailored Shareholder Reports for Open-End Mutual Funds and ETFs
Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.
Premium/Discount Information
Information on the Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads can be found at blackrock.com.
SUPPLEMENTAL INFORMATION | 25 |
Trustee and Officer Information (unaudited)
Independent Trustees(a) | ||||||||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past 5 Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and Other Investment Company Directorships Held During Past 5 Years | ||||
Mark Stalnecker 1951 | Chair of the Board and Trustee (Since 2019) | Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014. | 28 RICs consisting of 166 Portfolios | None | ||||
Susan J. Carter 1956 | Trustee (Since 2019) | Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof from 2018 to 2022; Advisory Board Member, Bridges Fund Management from 2016 to 2018; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021; Member of the President’s Counsel, Commonfund since 2023. | 28 RICs consisting of 166 Portfolios | None | ||||
Collette Chilton 1958 | Trustee (Since 2019) | Senior advisor, Insignia since 2024; Chief Investment Officer, Williams College from 2006 to 2023; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020. | 28 RICs consisting of 166 Portfolios | None | ||||
Neil A. Cotty 1954 | Trustee (Since 2019) | Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002. | 28 RICs consisting of 166 Portfolios | None | ||||
Lena G. Goldberg 1949 | Trustee (Since 2019) | Director, Pioneer Public Interest Law Center since 2023; Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985. | 28 RICs consisting of 166 Portfolios | None |
26 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Trustee and Officer Information (unaudited)(continued)
Independent Trustees(a) | ||||||||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past 5 Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company Held During Past 5 Years | ||||
Henry R. Keizer 1956 | Trustee (Since 2019) | Director, Park Indemnity Ltd. (captive insurer) from 2010 to 2022. | 28 RICs consisting of 166 Portfolios | GrafTech International Ltd. (materials manufacturing); Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems) from 2015 to 2020; Hertz Global Holdings (car rental) from 2015 to 2021. | ||||
Cynthia A. Montgomery 1952 | Trustee (Since 2019) | Professor, Harvard Business School since 1989. | 28 RICs consisting of 166 Portfolios | None | ||||
Donald C. Opatrny 1952 | Trustee (Since 2019) | Chair of the Board of Phoenix Art Museum since 2022 and Trustee thereof since 2018; Chair of the Investment Committee of The Arizona Community Foundation since 2022 and Trustee thereof since 2020; Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; Member of Affordable Housing Supply Board of Jackson, Wyoming from 2017 to 2022; Member, Investment Funds Committee, State of Wyoming from 2017 to 2023; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014. | 28 RICs consisting of 166 Portfolios | None | ||||
Kenneth L. Urish 1951 | Trustee (Since 2019) | Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001, Emeritus since 2022; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020. | 28 RICs consisting of 166 Portfolios | None |
TRUSTEE AND OFFICER INFORMATION | 27 |
Trustee and Officer Information (unaudited)(continued)
Independent Trustees(a) | ||||||||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past 5 Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company 5 Years | ||||
Claire A. Walton 1957 | Trustee (Since 2019) | Advisory Board Member, Grossman School of Business at the University of Vermont since 2023; Advisory Board Member, Scientific Financial Systems since 2022; General Partner of Neon Liberty Capital Management, LLC from 2003 to 2023; Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Massachusetts Council on Economic Education from 2013 to 2015; Director, Woodstock Ski Runners from 2013 to 2022. | 28 RICs consisting of 166 Portfolios | None | ||||
Interested Trustees(a)(c) | ||||||||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past Five Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
Robert Fairbairn 1965 | Trustee (Since 2019) | Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | 97 RICs consisting of 268 Portfolios | None | ||||
John M. Perlowski(d) 1964 | Trustee, President, and Chief Executive Officer (Since 2019) | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 99 RICs consisting of 270 Portfolios | None |
(a) | The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
(b) | Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. |
(c) | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex. |
(d) | Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
28 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Trustee and Officer Information (unaudited)(continued)
Officers Who Are Not Trustees(a) | ||||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past 5 Years | ||
Jennifer McGovern 1977 | Vice President (Since 2019) | Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019. | ||
Trent Walker 1974 | Chief Financial Officer (Since 2021) | Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
Jay M. Fife 1970 | Treasurer (Since 2019) | Managing Director of BlackRock, Inc. since 2007. | ||
Aaron Wasserman 1974 | Chief Compliance Officer (Since 2023) | Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock- advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex from 2014 to 2023. | ||
Lisa Belle 1968 | Anti-Money Laundering Compliance Officer (Since 2019) | Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012. | ||
Janey Ahn 1975 | Secretary (Since 2019) | Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. |
(a) | The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
(b) | Officers of the Trust serve at the pleasure of the Board. |
Further information about the Trust’s Trustees and Officers is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling (800) 474-2737.
Effective July 1, 2023, Aaron Wasserman replaced Charles Park as Chief Compliance Officer of the Trust.
TRUSTEE AND OFFICER INFORMATION | 29 |
General Information
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this report.
Householding
The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at 1-800-474-2737.
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at sec.gov. Additionally, the Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.
Availability of Proxy Voting Policies, Procedures and Voting Records
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling 1-800-474-2737; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.
A description of the Company’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund Prospectus. The Fund discloses its portfolio holdings daily and provides information regarding its top holdings in Fund fact sheets at blackrock.com.
BlackRock Privacy Principles
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
30 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
Additional Information(continued)
Fund and Service Providers
Investment Adviser | Independent Registered Public Accounting Firm | |
BlackRock Fund Advisors | PricewaterhouseCoopers LLP | |
San Francisco, CA 94105 | Philadelphia, Pennsylvania 19103 | |
Sub-Adviser | Legal Counsel | |
BlackRock International Limited | Sidley Austin LLP | |
Edinburgh, EH3 8BL | New York, NY 10019 | |
United Kingdom | ||
Address of the Trust | ||
Administrator, Custodian and Transfer Agent | 100 Bellevue Parkway | |
The Bank of New York Mellon | Wilmington, DE 19809 | |
New York, NY 10286 | ||
Distributor | ||
BlackRock Investments, LLC | ||
New York, NY 10001 |
ADDITIONAL INFORMATION | 31 |
Glossary of Terms Used in this Report
Currency Abbreviation
USD | United States Dollar | |
Portfolio Abbreviation | ||
NVS | Non-Voting Shares | |
S&P | Standard & Poor’s |
32 | 2 0 2 3 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS |
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Want to know more?
blackrock.com | 1-800-474-2737
This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
BALI-12/23-AR
(b) Not Applicable
Item 3 – | Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Neil A. Cotty
Henry R. Keizer
Kenneth L. Urish
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
Item 4 – | Principal Accountant Fees and Services |
The following table presents fees billed by Pricewaterhouse Coopers (“PwC”) in each of the last two fiscal years for the services rendered to the Fund:
(a) Audit Fees | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees | |||||||||||||
Entity Name | Current End | Previous End | Current End | Previous End | Current End | Previous End | Current End | Previous End | ||||||||
BlackRock Advantage Large Cap Income ETF | $12,019 | $0 | $0 | $0 | $9,700 | $0 | $0 | $0 |
The following table presents fees billed by PwC that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):
2
Current Fiscal Year End | Previous Fiscal Year End | |||
(b) Audit-Related Fees1 | $0 | $0 | ||
(c) Tax Fees2 | $0 | $0 | ||
(d) All Other Fees3 | $0 | $0 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in 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.
2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.
3 Aggregate fees borne by BlackRock in connection with the review of compliance procedures and attestation thereto performed by PwC with respect to all of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the 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 accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.
Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
Entity Name | Current Fiscal Year End | Previous Fiscal Year End | ||
BlackRock Advantage Large Cap Income ETF | $9,700 | $0 |
3
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) – Not Applicable
(j) – Not Applicable
Item 5 – | Audit Committee of Listed Registrant |
(a) The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):
Neil A. Cotty
Henry R. Keizer
Kenneth L. Urish
(b) Not Applicable
Item 6 – | Investments |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
Item 10 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
Item 11 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
4
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable |
Item 13 – | Recovery of Erroneously Awarded Compensation – Not Applicable |
Item 14 – | Exhibits attached hereto |
(a)(1) Code of Ethics – See Item 2
(a)(2) Section 302 Certifications are attached
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable
(a)(4) Change in Registrant’s independent public accountant – Not Applicable
(b) Section 906 Certifications are attached
5
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BlackRock ETF Trust
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock ETF Trust |
Date: February 22, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock ETF Trust |
Date: February 22, 2024
By: | /s/ Trent Walker | |||
Trent Walker | ||||
Chief Financial Officer (principal financial officer) of | ||||
BlackRock ETF Trust |
Date: February 22, 2024
6