PROSPECTUS. Continuous Distribution October 28, 2013

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. PROSPECTUS Continuous Distribution October 28, 2013 This prospectus qualifies the distribution of hedged common units ( Hedged Units ) and non-hedged common units ( Non-Hedged Units ) of the exchange-traded funds listed below (each an ishares Fund and together the ishares Funds ). BlackRock Asset Management Canada Limited ( BlackRock Canada ) is the trustee, manager and portfolio adviser of the ishares Funds and is responsible for the day-to-day administration of the ishares Funds. See Organization and Management Details of the ishares Funds Trustee, Manager and Portfolio Adviser. ishares Gold Bullion ETF 1 ( CGL ) ishares Silver Bullion ETF 2 ( SVR ) Capitalized terms used but not otherwise defined have the meanings ascribed herein. The ishares Funds are established as investment trusts under the laws of the Province of Ontario. Unitholders of the ishares Funds are not shareholders of a corporation. The investment objective of CGL is to replicate the performance of the price of gold bullion, less CGL s fees and expenses. To achieve its investment objective, CGL invests in long-term holdings of unencumbered gold bullion, in 100 or 400 troy ounce international bar sizes. The investment objective of SVR is to replicate the performance of the price of silver bullion, less SVR s fees and expenses. To achieve its investment objective, SVR invests in long-term holdings of unencumbered silver bullion in 1,000 troy ounce international bar sizes. Neither ishares Fund speculates with regard to short-term changes in bullion prices or is actively managed. See Investment Objectives and Investment Strategies. Hedged Units and Non-Hedged Units of each of the ishares Funds may be issued and sold on a continuous basis and there is no maximum number of Units that may be issued. The Hedged Units and Non-Hedged Units are collectively referred to as the Units. BlackRock Canada, a registered portfolio manager, exempt market dealer and investment fund manager, is the trustee, manager and portfolio advisor of the ishares Funds and is responsible for the administration of the ishares Funds. BlackRock Canada is an indirect, wholly-owned subsidiary of BlackRock, Inc. See Organization and Management Details of the ishares Funds Trustee, Manager and Portfolio Adviser. BlackRock Canada has appointed BlackRock Institutional Trust Company, N.A. ( BTC ), a national banking association organized under the laws of the United States of America, as the sub-advisor of the ishares Funds. BlackRock Canada may also appoint other affiliates to provide portfolio management or investment sub-advisory services to the ishares Funds. See Organization and Management Details of the ishares Funds BlackRock Institutional Trust Company, N.A. 1 2 Formerly known as ishares Gold Bullion Fund Formerly known as ishares Silver Bullion Fund

2 The Units of each ishares Fund are listed on the Toronto Stock Exchange ( TSX ) and are offered on a continuous basis. The ishares Funds issue, or will issue, Units directly to Designated Brokers and Underwriters. An investor may buy or sell Units on the TSX through registered brokers and dealers in the province or territory where the investor resides. Investors may incur customary brokerage commissions when buying or selling Units. No fees are paid by a Unitholder to BlackRock Canada or the ishares Funds in connection with the buying or selling of Units on the TSX. Unitholders may redeem Units for cash, subject to a redemption discount, or may exchange the Prescribed Number of Units (or integral multiple thereof) for Baskets and/or cash. See Redemption and Exchange of Units. No underwriter has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus and the securities regulatory authorities have provided the ishares Funds with a decision exempting them from the requirement to include a certificate of an underwriter in this prospectus. The Designated Brokers and Underwriters are not underwriters of the ishares Funds in connection with the distribution of Units under this prospectus. There is no guarantee that an investment in an ishares Fund will earn a positive return in the short or long term, nor is there a guarantee that the investment objective of an ishares Fund will be achieved or that its NAV per Unit will be preserved or appreciate. An investor should carefully study this prospectus, including a description of the principal risk factors under Risk Factors, before deciding to invest in the ishares Funds. In the opinion of counsel, provided that an ishares Fund qualifies as a mutual fund trust within the meaning of the Income Tax Act (Canada) (the Tax Act ), or the Units of the ishares Fund are listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX), such Units will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts ( Registered Plans ). Holders of tax-free savings accounts and annuitants of registered retirement savings plans and registered retirement income funds should consult their own tax advisors to ensure Units of an ishares Fund would not be a prohibited investment for purposes of the Tax Act in their particular circumstances. While each ishares Fund is a mutual fund under the securities legislation of certain provinces and territories of Canada, the ishares Funds have been granted exemptive relief from certain provisions of Canadian securities legislation applicable to conventional mutual funds. Registration of interests in, and transfer of, the Units will be made only through the systems administered by CDS Clearing and Depository Services Inc. Beneficial owners will not have the right to receive physical certificates evidencing their ownership. ishares is a registered trademark of BlackRock, Inc. or its subsidiaries in the U.S. or elsewhere. Used with permission. During the period in which each ishares Fund is in continuous distribution, additional information will be available in its most recently filed comparative annual financial statements, its most recent interim financial statements filed after its most recent comparative annual financial statements, its most recently filed annual MRFP, its most recent interim MRFP filed after that annual MRFP and its most recent Summary Document. These documents are or will be incorporated by reference into, and form an integral part of this prospectus. These documents are publicly available on the ishares Funds website at and may be obtained upon request, at no cost, by calling or by contacting a registered dealer. These documents and other information about the ishares Funds are publicly available at See Documents Incorporated by Reference.

3 TABLE OF CONTENTS IMPORTANT TERMS... 1 PROSPECTUS SUMMARY... 5 Organization and Management Details of the ishares Funds... 8 SUMMARY OF FEES AND EXPENSES... 9 Fees and Expenses Payable by the ishares Funds... 9 Fees and Expenses Payable by BlackRock Canada... 9 Harmonized Sales Tax...10 Annual Returns, Management Expense Ratio and Trading Expense Ratio...10 OVERVIEW OF THE STRUCTURE OF THE ishares FUNDS...11 INVESTMENT OBJECTIVES...12 INVESTMENT STRATEGIES...12 Currency Hedging...12 OVERVIEW OF THE SECTORS IN WHICH THE ishares FUNDS INVEST...13 CGL...13 SVR...13 INVESTMENT RESTRICTIONS...13 Exemptions from Canadian Securities Legislation...15 FEES AND EXPENSES...15 Management Fee...15 Other Fees and Expenses...15 Redemption and Exchange Fee...16 Harmonized Sales Tax...16 Management Fee Distributions...16 ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO...16 RISK FACTORS...17 General Risks Relating to an Investment in the ishares Funds...17 Additional Risks Relating to an Investment in CGL...23 DISTRIBUTION POLICY...23 Year-End Distributions...24 PURCHASES OF UNITS...24 Continuous Distribution...24 Designated Brokers...24 Issuance of Units...24 Buying and Selling Units...25 Special Considerations for Unitholders...26 Non-Resident Unitholders...26 Registration and Transfer through CDS...26 REDEMPTION AND EXCHANGE OF UNITS...27 Redemption of Units for Cash...27 Exchange of Units for Baskets and/or Cash...27 Suspension of Exchanges and Redemptions Costs Associated with Exchanges and Redemptions Exchange and Redemption of Units through CDS Participants Short-Term Trading PRICE RANGE AND TRADING VOLUME OF UNITS INCOME TAX CONSIDERATIONS Status of the ishares Funds Taxation of the ishares Funds Taxation of Unitholders Taxation of Registered Plans ORGANIZATION AND MANAGEMENT DETAILS OF THE ishares FUNDS Executive Officers and Directors of BlackRock Canada Trustee, Manager and Portfolio Adviser Duties and Services to be Provided by the Trustee and Manager BlackRock Institutional Trust Company, N.A Portfolio Managers of BTC Details of the Investment Sub-Advisory Agreement Conflicts of Interest Independent Review Committee Custodian Auditor Registrar and Transfer Agent Accounting and Reporting CALCULATION OF NET ASSET VALUE Reporting of Net Asset Values Valuation Policies and Procedures ATTRIBUTES OF THE UNITS Description of the Securities Distributed Certain Provisions of the Units Modification of Terms UNITHOLDER MATTERS Meetings of Unitholders Matters Requiring Unitholder Approval Amendments to the Declaration of Trust Reporting to Unitholders TERMINATION OF THE ishares FUNDS PRINCIPAL HOLDERS OF SECURITIES OF THE ishares FUNDS MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS EXPERTS EXEMPTIONS AND APPROVALS i-

4 PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...45 DOCUMENTS INCORPORATED BY REFERENCE...46 CERTIFICATE OF THE ishares FUNDS, THE TRUSTEE AND THE MANAGER... C-1 TABLE OF CONTENTS (continued) -ii-

5 IMPORTANT TERMS Unless otherwise indicated, all references to dollar amounts in this prospectus are to Canadian dollars and all references to times in this prospectus are to Toronto time. Basket in relation to a particular ishares Fund, Bullion in such amount as determined by BlackRock Canada from time to time. BlackRock BlackRock, Inc., the ultimate parent company of BlackRock Canada. BlackRock Canada BlackRock Asset Management Canada Limited. BTC BlackRock Institutional Trust Company, N.A., an affiliate of BlackRock Canada. Bullion in relation to CGL, Gold Bullion, and, in relation to SVR, Silver Bullion. Canadian GAAP as defined under Organization and Management Details of the ishares Funds Accounting and Reporting. Canadian securities legislation the securities legislation in force in each province and territory of Canada, all regulations, rules, orders and policies made thereunder and all multilateral and national instruments adopted by the securities regulatory authorities therein and all exemptions therefrom. Canadian Trading Day each day on which trading takes place on the TSX. Cash Exchange Fee the fee payable by Designated Brokers or Underwriters in connection with cash-only proceeds for redemptions of the Prescribed Number of Units of the applicable ishares Fund, in an amount equal to the brokerage expenses, commissions, transaction costs and other costs or expenses that an ishares Fund expects to incur in selling Bullion on the market to obtain the necessary cash for the exchange. CDS CDS Clearing and Depository Services Inc. CDS Participant a participant in CDS, including a securities broker or dealer, bank, trust company or other institution that directly or indirectly maintains a custodial relationship with CDS which holds Units on behalf of beneficial owners of Units. CGL Custodian Agreement the Amended and Restated Custodian Agreement between BlackRock Canada, on behalf of CGL, and the Custodian, dated January 29, 2010 (as may be further amended or restated from time to time). closing market price with respect to a redemption date in respect of the Units of an ishares Fund, an amount equal to: (i) the closing price of the Units if there was a trade on the redemption date and the TSX provides a closing price; (ii) the average of the highest and lowest prices of the Units if there was trading on the redemption date and the TSX provides only the highest and lowest prices of the Units traded on a particular day; or (iii) the average of the last bid and last asking prices of the Units if there was no trading on the redemption date. COMEX the largest exchange in the world for trading precious metals futures and options. CRA Canada Revenue Agency. Creation and Redemption Procedures as defined under Purchases of Units Issuance of Units To Designated Brokers and Underwriters. Custodian the custodian of the ishares Funds. The current custodian is The Bank of Nova Scotia, acting through its ScotiaMocatta Division. 1

6 Custodian Agreement in relation to CGL, the CGL Custodian Agreement and, in relation to SVR, the SVR Custodian Agreement. Declaration of Trust the amended and restated master declaration of trust governing the ishares Funds dated as of October 28, 2013 (as may be further amended or restated from time to time). derivative an instrument, agreement or security, the market price, value or payment obligations of which are derived from, referenced to or based on an underlying interest. Designated Broker a registered dealer that has entered into a Designated Broker Agreement with BlackRock Canada, on behalf of one or more ishares Funds, pursuant to which the Designated Broker agrees to perform certain duties in relation to the ishares Funds. Designated Broker Agreement an agreement between BlackRock Canada, on behalf of an ishares Fund, and a Designated Broker. ETF exchange-traded fund. Extraordinary Resolution a resolution passed by not less than 66 2/3% of the votes cast by the Unitholders who voted in respect of that resolution whether at a meeting or by way of written resolution. forward contracts agreements between two parties to buy or sell an asset at a specified point in time in the future at a predetermined price. Gold Bullion physical gold bullion, in 100 or 400 troy ounce international bar sizes. GST federal goods and services tax. Hedged Unit in relation to an ishares Fund, a redeemable, transferable Hedged Common Unit of the ishares Fund. HST federal harmonized sales tax. Investment Sub-Advisory Agreement as described under Organization and Management Details of the ishares Funds Details of the Investment Sub-Advisory Agreement. IRC the Independent Review Committee of an ishares Fund as described under Organization and Management Details of the ishares Funds Independent Review Committee. ishares Funds collectively, CGL and SVR. LBMA The London Bullion Market Association. Management Fee Distribution as described under Fees and Expenses Management Fee Distributions, an amount equal to the difference between the applicable management fee otherwise chargeable and a reduced fee determined by BlackRock Canada from time to time that is distributed quarterly in cash by an ishares Fund to Unitholders who hold large investments in the ishares Fund. MRFP management report of fund performance. NAV net asset value. NAV per Unit in relation to a Unit of a class of an ishares Fund, the NAV of that class of Units (calculated as described under Calculation of Net Asset Value ) divided by the number of Units of that class outstanding. NI National Instrument Mutual Funds. 2

7 NI National Instrument Investment Fund Continuous Disclosure. NI National Instrument Independent Review Committee for Investment Funds. Non-Hedged Unit in relation to an ishares Fund, a redeemable, transferable Non-Hedged Common Unit of the ishares Fund. Participant a Designated Broker or an Underwriter. Prescribed Number of Units in relation to an ishares Fund, the number of Units of a class determined by BlackRock Canada from time to time for the purpose of subscription orders, exchanges, redemptions or for such other purposes as BlackRock Canada may determine. Prospectus Delivery Decision as defined under Exemptions and Approvals. Registered Plans trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. securities regulatory authority the securities commission or similar regulatory authority in each province and territory of Canada that is responsible for administering the Canadian securities legislation in force in such province or territory. SIFT Rules provisions of the Tax Act applicable to SIFT trusts and SIFT partnerships (as defined in the Tax Act). Silver Bullion physical silver bullion in 1,000 troy ounce international bar sizes. SSTCC State Street Trust Company Canada, the registrar and transfer agent of the ishares Funds. Summary Document a document in respect of each class of Units of an ishares Fund, summarizing certain features of the Units and of that ishares Fund. SVR Custodian Agreement the Custodian Agreement between BlackRock Canada, on behalf of SVR, and the Custodian, dated June 29, 2009 (as amended and as may be further amended or restated from time to time). Tax Act the Income Tax Act (Canada) and the regulations issued thereunder. Tax Proposals all specific proposals to amend the Tax Act and the regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof. Trading Day for each ishares Fund, a day on which a session of: (i) the TSX is held; or (ii) if the Units are not listed for trading on the TSX, the primary market or exchange for the majority of the Units of the ishares Fund are traded. TSX Toronto Stock Exchange. Underwriters registered brokers and dealers that enter into Underwriting Agreements with one or more ishares Funds and that subscribe for and purchase Units from such ishares Funds. Underwriting Agreement an agreement between BlackRock Canada, on behalf of one or more ishares Funds, and an Underwriter. Unitholder a holder of one or more Units of an ishares Fund. 3

8 Units the Hedged Units and the Non-Hedged Units. Valuation Date each Trading Day or any other day designated by BlackRock Canada on which the NAV and NAV per Unit of an ishares Fund will be calculated. Valuation Time 4:00 p.m. or such other time BlackRock Canada deems appropriate on each Valuation Date. 4

9 PROSPECTUS SUMMARY The following is a summary of the principal features of the Units of the ishares Funds and should be read together with the more detailed information and statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. Issuers: ishares Gold Bullion ETF ishares Silver Bullion ETF (each, an ishares Fund and collectively the ishares Funds ). The ishares Funds are exchange-traded mutual funds established as investment trusts under the laws of the Province of Ontario. Unitholders of the ishares Funds are not shareholders of a corporation. Offerings: Each ishares Fund is offering two classes of units called Hedged Common Units ( Hedged Units ) and Non-Hedged Common Units ( Non-Hedged Units ). The Hedged Units and the Non-Hedged Units are collectively referred to as the Units. The only difference between Hedged Units and Non-Hedged Units is that the Hedged Units include a currency hedge against the U.S. dollar. The NAV per Unit of each class of an ishares Fund will not be the same as a result of the hedging strategy of the Hedged Units. Continuous Distribution: Units of the ishares Funds are being issued and sold on a continuous basis and there is no maximum number of Units that may be issued. The Units of each ishares Fund are listed on the TSX and are offered on a continuous basis. Each Unit of a class of an ishares Fund represents an equal beneficial interest in that class of the ishares Fund. Investors may purchase or sell Units on the TSX through a registered broker or dealer in the province or territory where the investor resides. Accordingly, investors may trade Units in the same way as other securities listed on the TSX, including by using market orders and limit orders. Investors may incur customary brokerage commissions when buying or selling Units on the TSX. The ishares Funds issue, or will issue, a Prescribed Number of Units directly to Designated Brokers and Underwriters at the NAV per Unit. See Purchases of Units. Investment Objectives: The investment objective of CGL is to replicate the performance of the price of gold bullion, less CGL s fees and expenses. The investment objective of SVR is to replicate the performance of the price of silver bullion, less SVR s fees and expenses. See Investment Objectives. Investment Strategies: To achieve its investment objective, CGL invests in long-term holdings of unencumbered gold bullion, in 100 or 400 troy ounce international bar sizes ( Gold Bullion ). In accordance with its investment objective, strategy, policies and restrictions, the assets of CGL consist of Gold Bullion that CGL purchases and holds, cash, permitted gold certificates, if any, and, in relation to the Hedged Units, the forward contracts relating to the currency hedge. To achieve its investment objective, SVR invests in long-term holdings of unencumbered 5

10 silver bullion in 1,000 troy ounce international bar sizes ( Silver Bullion ). In accordance with its investment objective, strategy, policies and restrictions, the assets of SVR consist of Silver Bullion that SVR purchases and holds, cash and, in relation to the Hedged Units, the forward contracts relating to the currency hedge. Neither ishares Fund speculates with regard to short-term changes in Bullion prices or is actively managed. The Bullion of each ishares Fund is stored on a segregated basis in the vaults of The Bank of Nova Scotia, a Canadian Schedule I chartered bank, or an affiliate or a division thereof, or a sub-custodian. All of the Bullion purchased, accepted for delivery and held by an ishares Fund is certified either London Good Delivery or COMEX Good Delivery. Currency Hedging In respect of the Hedged Units of each ishares Fund, the ishares Fund enters into currency forwards that seek to hedge substantially all of its U.S. dollar currency exposure back to the Canadian dollar. Hedging currency exposure to reduce the impact of fluctuations in exchange rates on the ishares Funds is intended to reduce Unitholders exposure to foreign currency risk. Other than the foregoing, the ishares Funds do not use derivatives. See Investment Strategies. Risk Factors: There are certain general risk factors inherent to an investment in the ishares Funds, including: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) general risks of investments; fluctuation in NAV and NAV per Unit risk; volatility risk; concentration risk; risks relating to investments in Bullion; liquidity risk; uninsured loss risk; unallocated Bullion risk; depletion of amount of Bullion represented by each Unit; sale of Bullion at low prices; trading price of Units risk; changes in legislation and administrative practice risk; taxation of the ishares Funds risk; 6

11 (xiv) (xv) (xvi) (xvii) (xviii) (xix) reliance on the manager and/or sub-advisor risk; currency hedging strategies risk; exchange rate risk; global financial developments; global geo-political events; and risks associated with creation and redemption. See Risk Factors General Risks Relating to an Investment in the ishares Funds. In addition to the general risk factors set forth above, CGL is subject to the risk of sales of gold by the official sector. See Risk Factors Additional Risks Relating to an Investment in CGL. Special Considerations for Purchasers: The provisions of the so-called early warning requirements set out in Canadian securities legislation do not apply in connection with the acquisition of Units. In addition, based upon exemptive relief granted by the securities regulatory authorities, a Unitholder may acquire more than 20% of the Units of any ishares Fund through purchases on the TSX without regard to the takeover bid requirements of Canadian securities legislation. Under the Declaration of Trust, a Unitholder who holds (either alone or jointly), 20% or more of the issued and outstanding Units of a class of an ishares Fund may only vote up to 19.99% of the Units of such class on any matter to be voted on by Unitholders. Market participants are permitted to sell Units of any ishares Fund short and at any price without regard to the restrictions in the Universal Market Integrity Rules applicable to trading on the TSX that generally prohibit selling securities short unless the price is at or above the last sale price. See Purchases of Units Special Considerations for Unitholders. Exchanges and Redemptions: Distributions: Unitholders may redeem Units for cash, subject to a redemption discount, or may exchange the Prescribed Number of Units (or integral multiple thereof) for Baskets and/or cash. See Redemption and Exchange of Units. The ishares Funds do not anticipate making regular distributions on their Units. On an annual basis, the ishares Funds will ensure that the net income and net realized capital gains of the ishares Funds have been distributed to Unitholders to such an extent that the ishares Funds will not be liable for ordinary income tax thereon. To the extent that an ishares Fund has not distributed the full amount of its net income or capital gains in any year, the difference between such amount and the amount actually distributed by the ishares Fund will be paid as a reinvested distribution. Reinvested distributions (if any), net of any required withholding tax, will be reinvested automatically in additional Units of the same class of the relevant ishares Fund at a price equal to the NAV per Unit of that class of Units of the ishares Fund and the Units will be immediately consolidated such that the number of outstanding Units following the distribution will equal the number of Units outstanding prior to the distribution. A non-resident Unitholder may be subject to a withholding tax, in which case the consolidation may result in such nonresident Unitholder holding fewer Units than prior to the distribution and consolidation. 7

12 See Distribution Policy. Termination: The ishares Funds do not have a fixed termination date but may, subject to applicable law, be terminated by BlackRock Asset Management Canada Limited ( BlackRock Canada ) upon not less than 60 days written notice to Unitholders. See Termination of the ishares Funds. Income Tax Considerations: This summary of Canadian tax considerations for the ishares Funds and for Canadian resident Unitholders is subject in its entirety to the qualifications, limitations and assumptions set out in Income Tax Considerations. A Unitholder who is an individual (other than a trust) resident in Canada and who holds Units as capital property (all within the meaning of the Tax Act) will generally be required to include in the Unitholder s income for tax purposes for any year the amount of net income and net taxable capital gains of the ishares Fund paid or payable to the Unitholder in the year and deducted by the ishares Fund in computing its income. Any non-taxable distributions from an ishares Fund (other than the non-taxable portion of any net realized capital gains of an ishares Fund) paid or payable to a Unitholder in a taxation year will reduce the adjusted cost base of the Unitholder s Units of that ishares Fund. To the extent that a Unitholder s adjusted cost base would otherwise be a negative amount, the negative amount will be deemed to be a capital gain realized by the Unitholder and the adjusted cost base of the Unit to the Unitholder will be increased by the amount of such capital gain. Any loss of an ishares Fund cannot be allocated to, and cannot be treated as a loss of, the Unitholders of the ishares Fund. Upon the actual or deemed disposition of a Unit, including the exchange or redemption of a Unit, a capital gain (or a capital loss) will generally be realized by the Unitholder to the extent that the proceeds of disposition of the Unit exceed (or are less than) the aggregate of the adjusted cost base to the Unitholder of the Unit and any reasonable costs of disposition. The Declaration of Trust requires that the applicable ishares Fund distribute its net income and net realized capital gains, if any, for each taxation year to Unitholders to such an extent that the ishares Fund will not be liable in any taxation year for ordinary income tax. In the opinion of counsel, provided that an ishares Fund qualifies as a mutual fund trust within the meaning of the Tax Act, or the Units of the ishares Fund are listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX), such Units will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts (collectively, Registered Plans ). Holders of tax-free savings accounts and annuitants of registered retirement savings plans and registered retirement income funds should consult their own tax advisors to ensure Units would not be a prohibited investment for the purposes of the Tax Act in their particular circumstances. See Income Tax Considerations Status of the ishares Funds. Each investor should satisfy himself or herself as to the tax consequences of an investment in Units by obtaining advice from his or her own tax advisor. See Income Tax Considerations. Organization and Management Details of the ishares Funds Trustee, Manager BlackRock Canada, a registered portfolio manager, exempt market dealer and investment fund manager, is the trustee, manager and portfolio advisor of the ishares Funds and is 8

13 and Portfolio Advisor: responsible for the administration of the ishares Funds. BlackRock Canada is an indirect, wholly-owned subsidiary of BlackRock, Inc. ( BlackRock ). The principal office of BlackRock Canada is located at 161 Bay Street, Suite 2500, Toronto, Ontario, M5J 2S1. BlackRock Canada acts as the trustee of the ishares Funds pursuant to the Declaration of Trust applicable to each ishares Fund. See Organization and Management Details of the ishares Funds Trustee, Manager and Portfolio Adviser. Sub-Advisor: Custodian: Auditor: Registrar and Transfer Agent: BlackRock Canada has appointed BlackRock Institutional Trust Company, N.A. ( BTC ), a national banking association organized under the laws of the United States of America, as the sub-advisor of the ishares Funds. BlackRock Canada may also appoint other affiliates to provide portfolio management or investment sub-advisory services to the ishares Funds. See Organization and Management Details of the ishares Funds BlackRock Institutional Trust Company, N.A. The Bank of Nova Scotia, acting through its ScotiaMocatta Division, is the Custodian of the assets of the ishares Funds pursuant to the applicable Custodian Agreement. The Custodian is entitled to receive fees as described under Fees and Expenses Other Fees and Expenses and to be reimbursed for all expenses and liabilities which are properly incurred by the Custodian in connection with the activities of the ishares Funds. The principal offices of the Custodian are located in Toronto, Ontario. See Organization and Management Details of the ishares Funds Custodian. PricewaterhouseCoopers LLP, at its principal offices in Toronto, Ontario, is the auditor of the ishares Funds. See Organization and Management Details of the ishares Funds Auditor. The registrar and transfer agent for the Units is SSTCC at its principal offices in Toronto, Ontario. See Organization and Management Details of the ishares Funds Registrar and Transfer Agent. SUMMARY OF FEES AND EXPENSES The table below lists the fees and expenses payable by the ishares Funds. The value of a Unitholder s investment in an ishares Fund will be reduced by the amount of fees and expenses charged to such ishares Fund. See Fees and Expenses. Fees and Expenses Payable by the ishares Funds Management Fee: Each ishares Fund will pay BlackRock Canada an annual management fee, as set forth in the table below, based on a percentage of the daily average NAV of each class, plus any applicable taxes. The annual management fee will be calculated and accrued daily and paid to BlackRock Canada monthly in arrears. ishares Fund Annual Management Fee CGL 0.50% SVR 0.60% Fees and Expenses Payable by BlackRock Canada Other Fees and Expenses: BlackRock Canada is generally responsible for all ordinary costs and expenses of the ishares Funds except the annual management fee, any expenses related to the implementation and on-going operation of an independent review committee under NI 81-9

14 107 (the IRC ), brokerage expenses and commissions, income taxes, withholding taxes, any applicable GST/HST or other sales taxes, Bullion settlement fees (including delivery, movement and transportation expenses), extraordinary expenses and, in relation to the Hedged Units, any fees associated with the forward contracts relating to the currency hedging strategy of that class. The costs and expenses for which BlackRock Canada is responsible include the fees payable to the Custodian and SSTCC and fees payable to other service providers retained by BlackRock Canada as described under Organization and Management Details of the ishares Funds Duties and Services to be Provided by the Trustee and Manager. In addition, BlackRock Canada may, from time to time in its sole discretion, bear certain of the costs and expenses that would otherwise be payable by an ishares Fund. The ishares Funds pay the fees and expenses of their IRC. Expenses of the IRC include premiums for insurance coverage, legal fees, travel expenses and reasonable out-of-pocket expenses. The compensation for the members of the IRC is currently set at a retainer of $37,500 per annum for each member of the IRC to serve on the IRC of each ishares Fund and other investment funds managed by BlackRock Canada. Compensation paid to the Chair of the IRC is currently set at $55,000 per annum. In certain circumstances, members of the IRC may also be paid per meeting fees in the amount of an additional $2,000 for each meeting attended in person and an additional $1,000-$2,000 for each meeting attended via telephone, depending on the length of such meeting. BlackRock Canada allocates the fees and expenses of the IRC on an equitable and reasonable basis amongst the ishares Funds and other investment funds for which the IRC has been appointed. Management Fee Distributions: BlackRock Canada may agree to charge a reduced fee as compared to the fee it would otherwise be entitled to receive from the ishares Funds with respect to large investments in the ishares Funds by Unitholders. In such cases, an amount equal to the difference between the fee otherwise chargeable and the reduced fee will be distributed to the applicable Unitholders as Management Fee Distributions. See Fees and Expenses. Fees and Expenses Payable Directly by a Unitholder Redemption and Exchange Fee: The proceeds from an exchange or redemption of Units of an ishares Fund may be reduced by up to 0.05% to offset certain transaction costs borne by the ishares Fund associated with the exchange or redemption of the Units. See Fees and Expenses. Harmonized Sales Tax An ishares Fund is required to pay HST on the management fees charged to the ishares Fund. In general, the total HST paid by an ishares Fund will depend on the distribution by provincial residence of an ishares Fund s Unitholders. Changes in existing HST rates, changes to the group of provinces that have adopted harmonization, and changes in the distribution by provincial residence of an ishares Fund s Unitholders will have an impact on the management expense ratio of an ishares Fund year over year. Annual Returns, Management Expense Ratio and Trading Expense Ratio The rates of return below are historical total returns and assume reinvestment of cash distributions, which increases returns. The returns do not take into account customary brokerage expenses or commissions incurred by Unitholders when buying or selling Units on the TSX, administrative fees or income taxes payable by any Unitholder that would 10

15 have reduced the returns. Where an ishares Fund was in distribution for less than a full financial year, the management expense ratio and trading expense ratio indicated have been annualized. CGL Hedged Units (1) Annual returns at market price (2) 7.08% 9.55% 29.12% N/A Annual returns at NAV per Unit 5.46% 10.94% 26.58% N/A Management expense ratio (3) 0.55% 0.55% 0.54% 0.53% Trading expense ratio (4) 0.00% 0.00% 0.00% 0.00% Non-Hedged Units (5) Annual returns at market price (2) 4.01% N/A Annual returns at NAV per Unit 2.82% N/A Management expense ratio (3) 0.56% 0.56% Trading expense ratio (4) 0.00% 0.00% SVR Hedged Units (6) Annual returns at market price (2) 10.06% % 73.91% N/A Annual returns at NAV per Unit 5.76% % 58.93% N/A Management expense ratio (3) 0.67% 0.66% 0.65% 0.63% Trading expense ratio (4) 0.00% 0.00% 0.00% 0.00% Non-Hedged Units (7) Annual returns at market price (2) 9.73% N/A Annual returns at NAV per Unit 3.49% N/A Management expense ratio (3) 0.66% 0.67% Trading expense ratio (4) 0.00% 0.00% (1) The Hedged Units of CGL were initially issued on May 28, Effective February 16, 2010, CGL, which was initially established as a closed-end investment trust, converted to an ETF. (2) Source: Bloomberg, L.P., based on closing market price (3) Management expense ratio is based on total expenses, excluding commissions and other portfolio transaction costs, and is expressed as an annualized percentage of daily average NAV. The management expense ratio for the Hedged Units for the year 2009 does not include expenses incurred in connection with the offering of the Hedged Units to the public. (4) Trading expense ratio represents total commissions and portfolio transaction costs and is expressed as an annualized percentage of daily average NAV. (5) The Non-Hedged Units of CGL were initially issued on March 31, Effective February 16, 2010, CGL, which was initially established as a closed-end investment trust, converted to an ETF. (6) The Hedged Units of SVR were initially issued on July 15, Effective November 5, 2012, SVR, which was initially established as a closed-end investment trust, converted to an ETF. (7) The Non-Hedged Units of SVR were initially issued on March 4, Effective November 5, 2012, SVR, which was initially established as a closed-end investment trust, converted to an ETF. OVERVIEW OF THE STRUCTURE OF THE ishares FUNDS The ishares Funds are exchange-traded mutual funds established as investment trusts under the laws of the Province of Ontario. Unitholders of the ishares Funds are not shareholders of a corporation. The ishares Funds have been established pursuant to the Declaration of Trust. The principal office of the ishares Funds and BlackRock Canada is located at 161 Bay Street, Suite 2500, Toronto, Ontario, M5J 2S1. While each ishares Fund is a mutual fund under the securities legislation of certain provinces and territories of Canada, it has been granted exemptive relief from certain provisions of Canadian securities legislation applicable to conventional mutual funds. See Exemption and Approvals. 11

16 The following table sets out the full legal name and former name, as well as the TSX ticker symbol, of each of the ishares Funds: TSX Ticker Symbol Hedged Legal Name of ishares Fund Units Non-Hedged Units Former Name of ishares Fund ishares Gold Bullion ETF CGL CGL.C ishares Gold Bullion Fund 1 ishares Silver Bullion ETF SVR SVR.C ishares Silver Bullion Fund 1 INVESTMENT OBJECTIVES The investment objective of CGL is to replicate the performance of the price of gold bullion, less CGL s fees and expenses. The investment objective of SVR is to replicate the performance of the price of silver bullion, less SVR s fees and expenses. INVESTMENT STRATEGIES To achieve its investment objective, CGL invests in long-term holdings of unencumbered gold bullion, in 100 or 400 troy ounce international bar sizes ( Gold Bullion ). In accordance with its investment objective, strategy, policies and restrictions, the assets of CGL consist of Gold Bullion that CGL purchases and holds, cash, permitted gold certificates, if any, and, in relation to the Hedged Units, the forward contracts relating to the currency hedge. To achieve its investment objective, SVR invests in long-term holdings of unencumbered silver bullion in 1,000 troy ounce international bar sizes ( Silver Bullion ). In accordance with its investment objective, strategy, policies and restrictions, the assets of SVR consist of Silver Bullion that SVR purchases and holds, cash and, in relation to the Hedged Units, the forward contracts relating to the currency hedge. Neither ishares Fund speculates with regard to short-term changes in Bullion prices or is actively managed. All Bullion owned by an ishares Fund must be stored in the vault facilities of a Canadian Schedule I chartered bank, or an affiliate or a division thereof, or a sub-custodian on a segregated basis. The term vault means a high security facility ordinarily in use by the Custodian or an affiliate or a division thereof, or a sub-custodian, for the safekeeping and storage of Bullion. The Bank of Nova Scotia, a Canadian Schedule I chartered bank, or an affiliate or a division thereof (the Custodian ) and/or one or more sub-custodians, provide storage for the Bullion owned by the ishares Fund. The majority of the Bullion owned by an ishares Fund will be held in locations in Canada, with the remaining Bullion held in London and/or New York. The Custodian has advised the ishares Funds that, due to the volume of Bullion required to accommodate the investment objectives of the ishares Funds, the Custodian may use sub-custodians for the storage of Bullion of the ishares Funds in Canada, New York and London. All of the Bullion purchased, accepted for delivery and held by an ishares Fund is certified either London Good Delivery or COMEX Good Delivery. Currency Hedging As Bullion is priced in U.S. dollars, for Canadian dollar investors the return on an investment in Bullion will be affected by two variables: (i) the price return of Bullion in U.S. dollars; and (ii) the variation in the U.S. dollar/canadian dollar exchange rate. In respect of the Hedged Units of each ishares Fund, the ishares Fund enters into currency forwards that seek to hedge substantially all of its U.S. dollar currency exposure back to the Canadian dollar. Hedging currency 1 Prior to October 28,

17 exposure to reduce the impact of fluctuations in exchange rates on the ishares Funds is intended to reduce Unitholders exposure to foreign currency risk. Canadian dollar investors who purchase the Non-Hedged Units will be exposed to the return on an investment in Bullion as well as variations in the U.S. dollar/canadian dollar exchange rate. CGL Other than the foregoing, the ishares Funds do not use derivatives. OVERVIEW OF THE SECTORS IN WHICH THE ishares FUNDS INVEST Ownership of physical gold can help protect against inflation, deflation, stagflation, systematic failure, financial collapse and currency devaluation. Gold has been known throughout history to be a consistently marketable commodity and has been used as a means of exchange and as a currency at the centre of the global monetary system. Gold s relatively low historical correlation with other major asset classes offers an investor the opportunity to help diversify across a portfolio s risk spectrum. Over the long term, gold has historically retained value more effectively than non-hard asset categories as gold is typically a stronger inflationary hedge. SVR Commencing in 2002, the price of silver has increased due to a number of factors, such as the continual decline of the U.S. dollar, poor performance of North American and other major equity markets, a surge in investment demand in commodities as an asset class, a surge in investment demand in real assets, strength in fabrication demand and low levels of forward selling by mining companies. In the current environment, silver has seen major increases in investment demand as a perceived safe-haven asset and store of value. INVESTMENT RESTRICTIONS The ishares Funds are subject to certain investment restrictions and practices contained in Canadian securities legislation and are managed in accordance with these restrictions and practices, except as otherwise permitted by exemptions provided by securities regulatory authorities or as permitted by NI See Investment Restrictions Exemptions from Canadian Securities Legislation. A change to the fundamental investment objective of an ishares Fund and a change to its investment restrictions (other than a change that is necessary to ensure compliance with applicable laws, regulations or other requirements imposed by applicable regulatory authorities), requires the approval of Unitholders. See Unitholder Matters Matters Requiring Unitholder Approval. In addition, an ishares Fund is required to: (i) (ii) hold a minimum of 90% of its net assets in Bullion; hold no more than 10% of its net assets in the following: (a) (b) with respect to CGL, permitted gold certificates (as defined in NI ) to enable payments, if any, to be made in connection with: (1) the redemption of any Units or other securities of CGL; (2) making distributions, if any, to Unitholders; and (3) for working capital purposes; and cash and interest-bearing accounts, short-term government debt or short-term investment grade corporate debt for working capital purposes; (iii) not issue Units of a class (or rights, warrants, convertible securities or options to acquire Units) unless the gross proceeds per Unit of the class to be received by the ishares Fund shall not be less 13

18 than the most recently calculated NAV per Unit of the class prior to, or upon, the authorization of such issuance; (iv) not borrow except to facilitate redemptions of Units, provided that: (a) (b) CGL may only enter into short-term borrowing arrangements for which all outstanding amounts, at any time, do not exceed 10% of CGL s total net assets; and SVR may only enter into short-term borrowing arrangements for which all outstanding amounts, at any time, do not exceed 5% of the SVR s total net assets and such borrowing arrangements are in compliance with NI ; (v) store all the Bullion owned by the ishares Fund in: (a) (b) with respect to CGL, the vault facilities of a Schedule I Canadian chartered bank or an approved sub-custodian or sub-sub-custodian or an affiliate or a division thereof on a segregated basis; and with respect to SVR, the vault facilities of a Schedule I Canadian chartered bank, or an affiliate or a division thereof, or a sub-custodian on an allocated basis; (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) with respect to CGL, ensure that no part of the Gold Bullion held in storage on behalf of the ishares Fund may be delivered out of safekeeping by the Custodian, sub-custodian or sub-subcustodian without receipt of a certified resolution of the Board of Directors of BlackRock Canada specifying the purpose of the delivery and giving direction with respect to specific amount; ensure that no director or officer of BlackRock Canada, or appointed representative of the ishares Fund or BlackRock Canada, is authorized to enter the vault facilities designated for the storage of the ishares Fund s Bullion without being accompanied by one or more representatives of the Custodian; ensure that the Bullion held in storage on behalf of the ishares Fund shall be inspected annually, and spot inspected periodically in the presence of at least one director or officer of BlackRock Canada, at least one representative of the Custodian and at least one representative of the auditor of the ishares Fund; ensure that the Custodian has adequate insurance in place in respect of the Bullion held by the Custodian on behalf of the ishares Fund; ensure that the Bullion is unencumbered, except in connection with borrowing to facilitate redemptions of Units; not undertake any activity, take any action, omit to take any action or make or hold any investment that would result in the ishares Fund failing to qualify as a mutual fund trust within the meaning of the Tax Act; not invest in securities of an issuer that is or would be a foreign affiliate of the ishares Fund or of any holder of Units; not acquire any interest in a non-resident trust that is not an exempt foreign trust, or invest in the securities of any non-resident corporation or trust or other non-resident entity if the ishares Fund would be required to include any significant amounts in income pursuant to proposed sections 94.1 or 94.2 of the Tax Act contained in draft legislation released on August 27, 2010 (or amendments to such proposals, provisions as enacted into law or successor provisions thereto); 14

19 (xiv) (xv) (xvi) ensure that all or substantially all of the property of the ishares Fund is property other than taxable Canadian property if the definition of taxable Canadian property in subsection 248(1) of the Tax Act were read without reference to paragraph (b) of that definition; not make or hold any investment that would result in the ishares Fund becoming a SIFT trust within the meaning of subsection 122.1(1) of the Tax Act; and not invest in any security that would be a tax shelter investment within the meaning of the Tax Act. Exemptions from Canadian Securities Legislation Each ishares Fund has obtained the following exemptive relief from the securities regulatory authorities from certain requirements in Canadian securities legislation to permit the ishares Fund to invest up to 100% of its net assets, taken at market value at the time of purchase, in Bullion, provided that: (i) (ii) with respect to CGL, no more than 10% of such net assets, taken at market value at the time of purchase, may be invested in permitted gold certificates; and the prospectus of the ishares Fund includes disclosure regarding the unique risks associated with an investment in the ishares Fund, including the risk that direct purchases of Bullion by the ishares Fund may generate higher transaction and custody costs than other types of investments, which may impact the performance of the ishares Fund. FEES AND EXPENSES Management Fee Each ishares Fund will pay BlackRock Canada an annual management fee, as set forth in the table below, based on a percentage of the daily average NAV of each class, plus any applicable taxes. The annual management fee will be calculated and accrued daily and paid to BlackRock Canada monthly in arrears. ishares Fund Annual Management Fee CGL 0.50% SVR 0.60% Other Fees and Expenses BlackRock Canada is generally responsible for all ordinary costs and expenses of the ishares Funds except the annual management fee, any expenses related to the implementation and on-going operation of an independent review committee under NI , brokerage expenses and commissions, income taxes, withholding taxes, any applicable GST/HST or other sales taxes, Bullion settlement fees (including delivery, movement and transportation expenses), extraordinary expenses and, in relation to the Hedged Units, any fees associated with the forward contracts relating to the currency hedging strategy of that class. The costs and expenses for which BlackRock Canada is responsible include the fees payable to the Custodian and SSTCC and fees payable to other service providers retained by BlackRock Canada as described under Organization and Management Details of the ishares Funds Duties and Services to be Provided by the Trustee and Manager. In addition, BlackRock Canada may, from time to time in its sole discretion, bear certain of the costs and expenses that would otherwise be payable by an ishares Fund. The ishares Funds pay the fees and expenses of their IRC. Expenses of the IRC include premiums for insurance coverage, legal fees, travel expenses and reasonable out-of-pocket expenses. The compensation for the members of the IRC is currently set at a retainer of $37,500 per annum for each member of the IRC to serve on the IRC of each ishares Fund and other investment funds managed by BlackRock Canada. Compensation paid to the Chair of the IRC is currently set at $55,000 per annum. In certain circumstances, members of the IRC may also be 15

20 paid per meeting fees in the amount of an additional $2,000 for each meeting attended in person and an additional $1,000-$2,000 for each meeting attended via telephone, depending on the length of such meeting. BlackRock Canada allocates the fees and expenses of the IRC on an equitable and reasonable basis amongst the ishares Funds and other investment funds for which the IRC has been appointed. Redemption and Exchange Fee The proceeds from an exchange or redemption of Units of an ishares Fund may be reduced by up to 0.05% to offset certain transaction costs borne by the ishares Fund associated with the exchange or redemption of the Units. Harmonized Sales Tax An ishares Fund is required to pay HST on the management fees charged to the ishares Fund. In general, the total HST paid by an ishares Fund will depend on the distribution by provincial residence of an ishares Fund s Unitholders. Changes in existing HST rates, changes to the group of provinces that have adopted harmonization, and changes in the distribution by provincial residence of an ishares Fund s Unitholders will have an impact on the management expense ratio of an ishares Fund year over year. Management Fee Distributions BlackRock Canada may agree to charge a reduced fee as compared to the fee it otherwise would be entitled to receive from the ishares Funds with respect to investments in the ishares Funds by Unitholders that, on average during any period specified by BlackRock Canada from time to time, hold a minimum number of Units having a specified aggregate value. An amount equal to the difference between the fee otherwise chargeable and the reduced fee of the ishares Fund will be distributed at least quarterly in cash by BlackRock Canada to those Unitholders as Management Fee Distributions. The availability and amount of Management Fee Distributions with respect to Units of an ishares Fund will be determined by BlackRock Canada in its sole discretion. Management Fee Distributions will generally be calculated and applied based on a Unitholder s average holdings of Units (excluding Units lent under the terms of securities lending agreements) over each applicable period as specified by BlackRock Canada from time to time. Management Fee Distributions will be paid first out of income and capital gains of the ishares Funds and then out of capital. See Income Tax Considerations Taxation of Unitholders for further details. In order to receive a Management Fee Distribution for any applicable period, a beneficial owner of Units must submit a claim for a Management Fee Distribution that is verified by a CDS Participant on the beneficial owner s behalf and provide BlackRock Canada with such further information as BlackRock Canada may require in accordance with the terms and procedures established by BlackRock Canada from time to time. BlackRock Canada reserves the right to discontinue or change Management Fee Distributions at any time. The tax consequences of Management Fee Distributions made by the ishares Funds generally will be borne by the Unitholders receiving these distributions. ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO The rates of return below are historical total returns and assume reinvestment of cash distributions, which increases returns. The returns do not take into account customary brokerage expenses or commissions incurred by Unitholders when buying or selling Units on the TSX, administrative fees or income taxes payable by any Unitholder that would have reduced the returns. Where an ishares Fund was in distribution for less than a full financial year, the management expense ratio and trading expense ratio indicated have been annualized. CGL Hedged Units (1) Annual returns at market price (2) 7.08% 9.55% 29.12% N/A 16

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