As filed with the U.S. Securities and Exchange Commission on December 3, 2018
File Nos. 333-179904 and 811-22649
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ | |||
Post-Effective Amendment No. 448 | ☒ | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | |||
Amendment No. 448 | ☒ | |||
(Check appropriate box or boxes) |
iShares U.S. ETF Trust
(Exact Name of Registrant as Specified in Charter)
c/o State Street Bank and Trust Company
1 Lincoln Street
Mail Stop SUM0703
Boston, MA 02111
(Address of Principal Executive Office)(Zip Code)
Registrants Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
With Copies to:
MARGERY K. NEALE, ESQ. | DEEPA DAMRE, ESQ. | |
WILLKIE FARR &
GALLAGHER LLP |
BLACKROCK FUND ADVISORS |
|
787 SEVENTH AVENUE | 400 HOWARD STREET | |
NEW YORK, NY 10019-6099 | SAN FRANCISCO, CA 94105 |
It is proposed that this filing will become effective (check appropriate box):
☐ |
Immediately upon filing pursuant to paragraph (b) |
☐ |
On (date) pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a)(1) |
☐ |
On (date) pursuant to paragraph (a)(1) |
☒ |
75 days after filing pursuant to paragraph (a)(2) |
☐ |
On (date) pursuant to paragraph (a)(2) |
If appropriate, check the following box:
☐ |
The post-effective amendment designates a new effective date for a previously filed post-effective amendment |
2018 Prospectus |
|
► | iShares Commodity Multi-Strategy ETF | ____ | ________ |
Ticker: ____ | Stock Exchange: _________ |
1 Year | 3 Years | |||
$__ | $__ |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional
Charge for Creations* |
Maximum
Additional
Charge for Redemptions* |
||||
$_______ | ____ | $___ | __% | __% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Call: |
1-800-iShares
or 1-800-474-2737 (toll free)
Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: |
c/o
BlackRock Investments, LLC
1 University Square Drive, Princeton, NJ 08540 |
Fund | Ticker | Listing Exchange | ||
iShares Commodity Multi-Strategy ETF (the “Fund”) | ____ | ___________ |
1. | Concentrate its investments in a particular industry, as that term is used in the Investment Company Act. |
2. | Borrow money, except as permitted under the Investment Company Act. |
3. | Issue senior securities to the extent such issuance would violate the Investment Company Act. |
4. | Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts (“REITs”), mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. | Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law. |
6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the extent prohibited by the Investment Company Act. |
Name (Age) | Position |
Principal
Occupation(s)
During the Past 5 Years |
Other
Directorships
Held by Trustee |
|||
Robert
S. Kapito
1
(61) |
Trustee
(since 2011). |
President, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002). | Director of BlackRock, Inc. (since 2006); Director of iShares, Inc. (since 2009); Trustee of iShares Trust (since 2009). | |||
Mark
K. Wiedman
2
(48) |
Trustee (since 2013). | Senior Managing Director, BlackRock, Inc. (since 2014); Managing Director, BlackRock, Inc. (2007-2014); Global Head of BlackRock’s ETF and Index Investments Business (since 2016); Global Head of iShares (2011-2016); Head of Corporate Strategy, BlackRock, Inc. (2009-2011). | Director of iShares, Inc. (since 2013); Trustee of iShares Trust (since 2013); Director of PennyMac Financial Services, Inc. (since 2008). |
1 | Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
2 | Mark K. Wiedman is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
Name (Age) | Position |
Principal
Occupation(s)
During the Past 5 Years |
Other
Directorships
Held by Trustee |
|||
Cecilia
H. Herbert
(69) |
Trustee
(since 2011); Independent Board Chair (since 2016). |
Trustee
and Member of the Finance, Technology and Quality Committee of Stanford Health Care (since 2016); Trustee and Member of the Investment Committee, WNET, a New York public media company (since 2011); Chair (1994-2005) and Member (since 1992) of the
Investment Committee, Archdiocese of San Francisco; Director (1998-2013) and President (2007-2011) of the Board of Directors, Catholic Charities CYO; Trustee (2002-2011) and Chair of the Finance and Investment Committee (2006-2010) of the Thacher
School.
|
Director of iShares, Inc. (since 2005); Trustee of iShares Trust (since 2005); Independent Board Chair of iShares, Inc. and iShares Trust (since 2016); Trustee of Forward Funds (14 portfolios) (since 2009); Trustee of Salient MF Trust (4 portfolios) (since 2015). |
Name (Age) | Position |
Principal
Occupation(s)
During the Past 5 Years |
Other
Directorships
Held by Trustee |
|||
Jane
D. Carlin
(62) |
Trustee
(since 2015); Risk Committee Chair (since 2016). |
Consultant (since 2012); Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley (2006-2012). | Director of iShares, Inc. (since 2015); Trustee of iShares Trust (since 2015); Director of PHH Corporation (mortgage solutions) (since 2012); Director of The Hanover Insurance Group, Inc. (since 2016). | |||
Richard
L. Fagnani
(64) |
Trustee
(since 2017); Equity Plus Committee Chair (since 2017). |
Partner, KPMG LLP (2002-2016). | Director of iShares, Inc. (since 2017); Trustee of iShares Trust (since 2017). | |||
Charles
A. Hurty
(75) |
Trustee
(since 2011); Audit Committee Chair (since 2011). |
Retired; Partner, KPMG LLP (1968-2001). | Director of iShares, Inc. (since 2005); Trustee of iShares Trust (since 2005); Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (2 portfolios) (since 2002). | |||
John
E. Kerrigan
(63) |
Trustee
(since 2011); Securities Lending Committee Chair (since 2016). |
Chief Investment Officer, Santa Clara University (since 2002). | Director of iShares, Inc. (since 2005); Trustee of iShares Trust (since 2005). | |||
Drew
E. Lawton
(59) |
Trustee
(since 2017); 15(c) Committee Chair (since 2017). |
Senior Managing Director of New York Life Insurance Company (2010-2015). | Director of iShares, Inc. (since 2017); Trustee of iShares Trust (since 2017). | |||
John
E. Martinez
(57) |
Trustee
(since 2011); Fixed Income Plus Committee Chair (since 2016). |
Director of Real Estate Equity Exchange, Inc. (since 2005). | Director of iShares, Inc. (since 2003); Trustee of iShares Trust (since 2003). | |||
Madhav
V. Rajan
(54) |
Trustee
(since 2011); Nominating and Governance Committee Chair (since 2017). |
Dean, and George Pratt Shultz Professor of Accounting, University of Chicago Booth School of Business (since 2017); Robert K. Jaedicke Professor of Accounting, Stanford University Graduate School of Business (2001-2017); Professor of Law (by courtesy), Stanford Law School (2005-2017); Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business (2010-2016). |
Director
of iShares, Inc. (since 2011);
Trustee of iShares Trust (since 2011). |
Name (Age) | Position |
Principal
Occupation(s)
During the Past 5 Years |
||
Martin
Small
(43) |
President (since 2016). | Managing Director, BlackRock, Inc. (since 2010); Head of U.S. iShares (since 2015); Co-Head of the U.S. Financial Markets Advisory Group, BlackRock, Inc. (2008-2014). | ||
Jack
Gee
(59) |
Treasurer
and Chief Financial Officer
(since 2011). |
Managing Director, BlackRock, Inc. (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009). | ||
Charles
Park
(51) |
Chief Compliance Officer (since 2011). | Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex (since 2014); Chief Compliance Officer of BFA (since 2006). | ||
Benjamin
Archibald
(43) |
Secretary (since 2015). | Managing Director, BlackRock, Inc. (since 2014); Director, BlackRock, Inc. (2010-2013); Secretary of the BlackRock-advised mutual funds (since 2012). | ||
Steve
Messinger
(56) |
Executive
Vice President
(since 2016). |
Managing Director, BlackRock, Inc. (2007-2014 and since 2016); Managing Director, Beacon Consulting Group (2014-2016). | ||
Scott
Radell
(49) |
Executive
Vice President
(since 2012). |
Managing Director, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BlackRock, Inc. (since 2009). | ||
Alan
Mason
(58) |
Executive
Vice President
(since 2016). |
Managing Director, BlackRock, Inc. (since 2009). |
Name | Fund |
Dollar
Range of Equity
Securities in Named Fund |
Aggregate
Dollar Range
of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||
Robert S. Kapito | None | None | None | |||
Mark K. Wiedman | iShares Core Aggressive Allocation ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI EAFE ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares National Muni Bond ETF | Over $100,000 | |||||
iShares New York Muni Bond ETF | Over $100,000 | |||||
iShares Short Maturity Municipal Bond ETF | Over $100,000 | |||||
iShares Short-Term National Muni Bond ETF | Over $100,000 | |||||
Cecilia H. Herbert | iShares California Muni Bond ETF | Over $100,000 | Over $100,000 | |||
iShares China Large-Cap ETF | $50,001-$100,000 | |||||
iShares Core Dividend Growth ETF | $50,001-$100,000 | |||||
iShares Core High Dividend ETF | $1-$10,000 | |||||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | $1-$10,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $50,001-$100,000 | |||||
iShares Core S&P U.S. Growth ETF | $50,001-$100,000 | |||||
iShares Core S&P U.S. Value ETF | $50,001-$100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $10,001-$50,000 | |||||
iShares International Select Dividend ETF | $1-$10,000 | |||||
iShares MSCI EAFE ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares National Muni Bond ETF | $10,001-$50,000 | |||||
iShares U.S. Preferred Stock ETF | $10,001-$50,000 | |||||
Jane D. Carlin | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core S&P Mid-Cap ETF | $10,001-$50,000 | |||||
iShares Core S&P Small-Cap ETF | $50,001-$100,000 | |||||
iShares Core U.S. Aggregate Bond ETF | Over $100,000 | |||||
iShares Europe ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $50,001-$100,000 | |||||
iShares MSCI ACWI ETF | Over $100,000 |
Name | Fund |
Dollar
Range of Equity
Securities in Named Fund |
Aggregate
Dollar Range
of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||
iShares MSCI ACWI ex U.S. ETF | $50,001-$100,000 | |||||
iShares MSCI EAFE Small-Cap ETF | $10,001-$50,000 | |||||
iShares MSCI Emerging Markets Small-Cap ETF | $10,001-$50,000 | |||||
Richard L. Fagnani | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | $10,001-$50,000 | |||||
iShares Global Financials ETF | $10,001-$50,000 | |||||
iShares iBonds Dec 2022 Term Corporate ETF | $1-$10,000 | |||||
iShares MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares Russell 1000 Growth ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares Russell 2000 Growth ETF | $10,001-$50,000 | |||||
iShares Russell 2000 Value ETF | $10,001-$50,000 | |||||
iShares Russell Mid-Cap Growth ETF | $10,001-$50,000 | |||||
iShares Russell Mid-Cap Value ETF | $10,001-$50,000 | |||||
Charles A. Hurty | iShares China Large-Cap ETF | $10,001-$50,000 | Over $100,000 | |||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core Growth Allocation ETF | Over $100,000 | |||||
iShares Core High Dividend ETF | Over $100,000 | |||||
iShares Core Moderate Allocation ETF | $50,001-$100,000 | |||||
iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Mid-Cap ETF | $50,001-$100,000 | |||||
iShares Core S&P U.S. Value ETF | $10,001-$50,000 | |||||
iShares Edge MSCI Min Vol USA ETF | Over $100,000 | |||||
iShares Global Energy ETF | $10,001-$50,000 | |||||
iShares Global Healthcare ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares Nasdaq Biotechnology ETF | $10,001-$50,000 | |||||
iShares Russell 2000 ETF | $10,001-$50,000 |
Name | Fund |
Dollar
Range of Equity
Securities in Named Fund |
Aggregate
Dollar Range
of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||
iShares U.S. Basic Materials ETF | $10,001-$50,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Financials ETF | $50,001-$100,000 | |||||
iShares U.S. Technology ETF | Over $100,000 | |||||
John E. Kerrigan | iShares MSCI ACWI ex U.S. ETF | Over $100,000 | Over $100,000 | |||
iShares Short-Term National Muni Bond ETF | Over $100,000 | |||||
Drew E. Lawton | iShares 0-5 Year High Yield Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Total International Stock ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Exponential Technologies ETF | Over $100,000 | |||||
iShares MSCI Frontier 100 ETF | $50,001-$100,000 | |||||
iShares Nasdaq Biotechnology ETF | $10,001-$50,000 | |||||
John E. Martinez | iShares Core 5-10 Year USD Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI EAFE ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | $1-$10,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Global Consumer Staples ETF | Over $100,000 | |||||
iShares MSCI All Country Asia ex Japan ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares National Muni Bond ETF | Over $100,000 | |||||
iShares Russell 1000 ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares Short Maturity Bond ETF | $1-$10,000 | |||||
Madhav V. Rajan | iShares Broad USD High Yield Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core High Dividend ETF | Over $100,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | Over $100,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 |
Name | Fund |
Dollar
Range of Equity
Securities in Named Fund |
Aggregate
Dollar Range
of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 | |||||
iShares U.S. Preferred Stock ETF | Over $100,000 |
Name |
iShares
Commodity
Multi-Strategy ETF |
Pension
or
Retirement Benefits Accrued As Part of Trust Expenses 1 |
Estimated
Annual
Benefits Upon Retirement 1 |
Total
Compensation From the Fund and Fund Complex 2 |
||||
Independent Trustees: | ||||||||
Jane D. Carlin | $__ | Not Applicable | Not Applicable | $ 361,764 | ||||
Richard L. Fagnani | __ | Not Applicable | Not Applicable | 256,250 3 | ||||
Cecilia H. Herbert | __ | Not Applicable | Not Applicable | 375,000 | ||||
Charles A. Hurty | __ | Not Applicable | Not Applicable | 376,764 | ||||
John E. Kerrigan | __ | Not Applicable | Not Applicable | 350,000 | ||||
Drew E. Lawton | __ | Not Applicable | Not Applicable | 337,500 4 | ||||
John E. Martinez | __ | Not Applicable | Not Applicable | 350,000 | ||||
Madhav V. Rajan | __ | Not Applicable | Not Applicable | 362,500 | ||||
Interested Trustees: | ||||||||
Robert S. Kapito | $ 0 | Not Applicable | Not Applicable | $ 0 | ||||
Mark K. Wiedman | 0 | Not Applicable | Not Applicable | 0 |
1 | No Trustee or officer is entitled to any pension or retirement benefits from the Trust. |
2 | Also includes compensation for service on the Board of Trustees or the Advisory Board of iShares Trust and the Board of Directors or the Advisory Board of iShares, Inc. |
3 | Total compensation is shown for Richard L. Fagnani for his services as an Advisory Board Member for the period from April 1, 2017 (date of his appointment to the Advisory Board of the Trust, iShares, Inc. and iShares Trust) to June 18, 2017, and for his services as an Independent Trustee for the period from June 19, 2017 (date of his election to the Board of the Trust, iShares, Inc. and iShares Trust) to December 31, 2017. |
4 | Total compensation is shown for Drew E. Lawton for his services as an Advisory Board Member for the period from January 1, 2017 to June 18, 2017, and for his services as an Independent Trustee for the period from June 19, 2017 (date of his election to the Board of the Trust, iShares, Inc. and iShares Trust) to December 31, 2017. |
Alan Mason | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ____ | $____ | ||
Other Pooled Investment Vehicles | ____ | ____ | ||
Other Accounts | ____ | ____ |
Richard Mejzak | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ____ | $____ | ||
Other Pooled Investment Vehicles | ____ | ____ | ||
Other Accounts | ____ | ____ |
Alan Mason | ||||
Types of Accounts |
Number
of Other Accounts
with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets |
||
Registered Investment Companies | ____ | $____ | ||
Other Pooled Investment Vehicles | ____ | ____ | ||
Other Accounts | ____ | ____ |
Richard Mejzak | ||||
Types of Accounts |
Number
of Other
Accounts with Performance-Based Fees Managed by Portfolio Manager |
Aggregate
of Total Assets |
||
Registered Investment Companies | ____ | $____ | ||
Other Pooled Investment Vehicles | ____ | ____ | ||
Other Accounts | ____ | ____ |
Shares
Per
Creation Unit |
Approximate
Value Per Creation Unit (U.S.$) |
|
______ | $__________ |
Standard
Creation
Transaction Fee |
Maximum
Additional
Charge* |
|
$__ | __% |
* | As a percentage of the net asset value per Creation Unit. |
Standard
Redemption
Transaction Fee |
Maximum
Additional
Charge* |
|
$__ | __% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
Argentina | |||
January 1 | April 2 | August 20 | |
February 12 | May1 | October 15 | |
February 13 | May 25 | November 6 | |
March 29 | June 20 | November 19 | |
March 30 | July 9 | December 25 |
Belgium | |||
January 1 | May 1 | December 26 | |
March 30 | December 24 | December 31 | |
April 2 | December 25 |
Bermuda | |||
January 1 | August 2 | November 12 | |
March 30 | August 3 | December 25 | |
May 25 | September 3 | December 26 | |
June 18 |
Canada | |||
January 1 | May 21 | October 8 | |
January 2 | June 25 | November 12 | |
February 12 | July 2 | December 25 | |
February 19 | August 6 | December 26 | |
March 30 | September 3 |
Chile | |||
January 1 | July 16 | October 15 | |
March 30 | August 15 | November 1 | |
May 1 | September 17 | November 2 | |
May 21 | September 18 | December 25 | |
July 2 | September 19 | December 31 |
China | |||
January 1 | April 5 | October 1 | |
February 15 | April 6 | October 2 | |
February 16 | April 30 | October 3 | |
February 19 | May 1 | October 4 | |
February 20 | June 18 | October 5 | |
February 21 | September 24 |
Colombia | |||
January 1 | May 14 | August 20 | |
January 8 | June 4 | October 15 | |
March 19 | June 11 | November 5 | |
March 29 | July 2 | November 12 | |
March 30 | July 20 | December 25 | |
May 1 | August 7 |
France | |||
January 1 | May 1 | December 26 | |
March 30 | December 24 | December 31 | |
April 2 | December 25 |
India | |||
January 26 | May 1 | October 18 | |
February 13 | August 15 | November 7 | |
February 19 | August 17 | November 8 | |
March 2 | August 22 | November 21 | |
March 29 | September 13 | November 23 | |
March 30 | September 20 | December 25 | |
April 30 | October 2 | ||
Ireland | |||
January 1 | May 28 | December 24 | |
March 19 | June 4 | December 25 | |
March 30 | August 6 | December 26 | |
April 2 | August 27 | December 31 | |
May 7 | October 29 |
Israel | |||
March 1 | May 20 | September 24 | |
April 1 | July 22 | September 25 | |
April 2 | September 9 | September 26 | |
April 3 | September 10 | September 27 | |
April 4 | September 11 | September 30 | |
April 5 | September 18 | October 1 | |
April 18 | September 19 | ||
April 19 | September 23 |
Italy | |||
January 1 | May 1 | December 25 | |
March 30 | August 15 | December 26 | |
April 2 | December 24 | December 31 |
Luxembourg | |||
January 1 | May 1 | December 26 | |
March 30 | December 24 | December 31 | |
April 2 | December 25 |
Mali | |||
January 1 | June 11 | November 1 | |
April 2 | June 15 | November 15 | |
May 1 | August 7 | November 21 | |
May 10 | August 15 | December 25 | |
May 21 | August 22 |
The Netherlands | |||
January 1 | May 1 | December 26 | |
March 30 | December 24 | December 31 | |
April 2 | December 25 |
Norway | |||
January 1 | May 1 | December 25 | |
March 28 | May 10 | December 26 | |
March 29 | May 17 | December 31 | |
March 30 | May 21 | ||
April 2 | December 24 |
South Africa | |||
January 1 | April 27 | December 17 | |
March 21 | May 1 | December 25 | |
March 30 | August 9 | December 26 | |
April 2 | September 24 |
Sweden | |||
January 1 | May 1 | November 2 | |
January 5 | May 9 | December 24 | |
March 29 | May 10 | December 25 | |
March 30 | June 6 | December 26 | |
April 2 | June 22 | December 31 |
Turkey | |||
January 1 | June 15 | August 23 | |
April 23 | August 20 | August 24 | |
May 1 | August 21 | August 30 | |
June 14 | August 22 | October 29 |
2018 | ||||||
Country |
Trade
Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Argentina | 03/26/18 | 04/03/18 | 8 | |||
03/27/18 | 04/04/18 | 8 | ||||
03/28/18 | 04/05/18 | 8 | ||||
Australia | 03/27/18 | 04/04/18 | 8 | |||
03/28/18 | 04/05/18 | 8 | ||||
03/29/18 | 04/06/18 | 8 | ||||
12/19/18 | 12/27/18 | 8 | ||||
12/20/18 | 12/28/18 | 8 | ||||
12/21/18 | 01/02/19 | 12 | ||||
Brazil | 02/07/18 | 02/15/18 | 8 | |||
02/08/18 | 02/16/18 | 8 | ||||
02/09/18 | 02/19/18 | 10 | ||||
China | 02/12/18 | 02/22/18 | 10 | |||
02/13/18 | 02/23/18 | 10 | ||||
02/14/18 | 02/26/18 | 12 | ||||
09/26/18 | 10/08/18 | 12 | ||||
09/27/18 | 10/09/18 | 12 | ||||
09/28/18 | 10/10/18 | 12 | ||||
Israel | 03/28/18 | 04/08/18 | 11 | |||
03/29/18 | 04/09/18 | 11 | ||||
09/17/18 | 10/02/18 | 15 | ||||
09/20/18 | 10/03/18 | 13 | ||||
Norway | 03/26/18 | 04/03/18 | 8 | |||
03/27/18 | 04/04/18 | 8 | ||||
South Africa | 03/14/18 | 03/22/18 | 8 | |||
03/15/18 | 03/23/18 | 8 | ||||
03/16/18 | 03/26/18 | 10 | ||||
03/19/18 | 03/27/18 | 8 | ||||
03/20/18 | 03/28/18 | 8 | ||||
03/23/18 | 04/03/18 | 11 | ||||
03/26/18 | 04/04/18 | 9 | ||||
03/27/18 | 04/05/18 | 9 | ||||
03/28/18 | 04/06/18 | 9 | ||||
03/29/18 | 04/09/18 | 11 | ||||
04/20/18 | 04/30/18 | 10 | ||||
04/23/18 | 05/02/18 | 9 | ||||
04/24/18 | 05/03/18 | 9 | ||||
04/25/18 | 05/04/18 | 9 | ||||
04/26/18 | 05/07/18 | 11 |
2018 | ||||||
Country |
Trade
Date |
Settlement
Date |
Number
of
Days to Settle |
|||
04/30/18 | 05/08/18 | 8 | ||||
08/02/18 | 08/10/18 | 8 | ||||
08/03/18 | 08/13/18 | 10 | ||||
08/06/18 | 08/14/18 | 8 | ||||
08/07/18 | 08/15/18 | 8 | ||||
08/08/18 | 08/16/18 | 8 | ||||
09/17/18 | 09/25/18 | 8 | ||||
09/18/18 | 09/26/18 | 8 | ||||
09/19/18 | 09/27/18 | 8 | ||||
09/20/18 | 09/28/18 | 8 | ||||
09/21/18 | 10/01/18 | 10 | ||||
12/10/18 | 12/18/18 | 8 | ||||
12/11/18 | 12/19/18 | 8 | ||||
12/12/18 | 12/20/18 | 8 | ||||
12/13/18 | 12/21/18 | 8 | ||||
12/14/18 | 12/24/18 | 10 | ||||
12/18/18 | 12/27/18 | 9 | ||||
12/19/18 | 12/28/18 | 9 | ||||
12/20/18 | 12/31/18 | 11 | ||||
12/21/18 | 01/02/19 | 12 | ||||
12/24/18 | 01/03/19 | 10 | ||||
Turkey | 08/16/18 | 08/27/18 | 11 | |||
08/17/18 | 08/28/18 | 11 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
1 | iShares ESG 1-5 Year USD Corporate Bond ETF, iShares ESG MSCI EAFE ETF, iShares ESG MSCI EM ETF, iShares ESG MSCI USA ETF, iShares ESG MSCI USA Small-Cap ETF, iShares ESG U.S. Aggregate Bond ETF, iShares ESG USD Corporate Bond ETF, iShares Global Green Bond ETF, iShares MSCI ACWI Low Carbon Target ETF, iShares MSCI Global Impact ETF, iShares MSCI KLD 400 Social ETF, iShares MSCI Peru ETF and iShares MSCI USA ESG Select ETF have separate Proxy Voting Policies. |
• | Boards and directors; |
• | Auditors and audit-related issues; |
• | Capital structure, mergers, asset sales and other special transactions; |
• | Remuneration and benefits; |
• | Environmental and social issues; and |
• | General corporate governance matters. |
• | establishing an appropriate corporate governance structure; |
• | supporting and overseeing management in setting strategy; |
• | ensuring the integrity of financial statements; |
• | making decisions regarding mergers, acquisitions and disposals; |
• | establishing appropriate executive compensation structures; and |
• | addressing business issues including environmental and social issues when they have the potential to materially impact company reputation and performance. |
• | current employment at the company or a subsidiary; |
• | former employment within the past several years as an executive of the company; |
• | providing substantial professional services to the company and/or members of the company’s management; |
• | having had a substantial business relationship in the past three years; |
• | having, or representing a shareholder with, a substantial shareholding in the company; |
• | being an immediate family member of any of the aforementioned; and |
• | interlocking directorships. |
• | BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock business partners or vendors who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock employees who may sit on the boards of public companies held in BlackRock portfolios |
• | Significant BlackRock, Inc. investors who may be issuers of securities held in BlackRock portfolios |
• | Securities of BlackRock, Inc. or BlackRock investment funds held in BlackRock portfolios |
• | BlackRock, Inc. board members who actively serve as senior executives of public companies held in BlackRock portfolios |
• | Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients. |
• | Established a reporting structure that separates the Global Head and Investment Stewardship Group from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to the Investment Stewardship Group, which seeks to treat equally all issuers and other market participants wishing to engage with BlackRock on corporate governance matters. The Investment Stewardship Group prioritizes based on factors including but not limited to its need for additional information to make a voting decision or its view on the likelihood that an engagement could lead to positive outcomes over time for the economic value of securities held in client portfolios. Within the normal course of business, the Global Head or Investment Stewardship Group may engage directly with BlackRock clients, business partners and/or vendors, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding general corporate governance policy matters, and/or to otherwise ensure that proxy-related client service levels are met. |
• | Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis. |
iShares U.S. ETF Trust
File Nos. 333-179904 and 811-22649
Part C
Other Information
Item 28. Exhibits:
PEA # 448
Exhibit
|
Description |
|
(a.1) | Agreement and Declaration of Trust, dated June 21, 2011, is incorporated herein by reference to Post-Effective Amendment No. 8, filed April 15, 2013 (PEA No. 8). | |
(a.2) | Certificate of Trust, dated June 21, 2011, is incorporated herein by reference to PEA No. 8. | |
(b) | By-Laws, dated June 21, 2011, are incorporated herein by reference to PEA No. 8. | |
(c) | Article II of the Agreement and Declaration of Trust is incorporated herein by reference to Exhibit (a) to PEA No. 8. | |
(d.1) | Investment Advisory Agreement, dated December 6, 2011, between the Trust and BlackRock Fund Advisors (BFA) is incorporated herein by reference to Pre-Effective Amendment No. 1, filed September 5, 2012 (PEA No. 1). | |
(d.2) | Schedule A to the Investment Advisory Agreement dated December 6, 2011 is incorporated herein by reference to Post-Effective Amendment No. 446, filed November 20, 2018 (PEA No. 446). | |
(d.3) | Investment Advisory Agreement, dated June 13, 2014, between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 115, filed October 9, 2014 (PEA No. 115). | |
(d.4) | Schedule A to the Investment Advisory Agreement dated June 13, 2014 is incorporated herein by reference to Post-Effective Amendment No. 411, filed April 18, 2018 (PEA No. 411). | |
(d.5) | Master Advisory Fee Waiver Agreement, dated December 5, 2013, between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 53, filed February 5, 2014. | |
(d.6) | Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to PEA No. 411. | |
(d.7) | Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 3, filed February 4, 2013. | |
(d.8) | Sub-Advisory Agreement, dated September 29, 2014, between BFA and BlackRock International Limited is incorporated herein by reference to PEA No. 115. | |
(d.9) | Appendix A to the Sub-Advisory Agreement between BFA and BlackRock International Limited is incorporated herein by reference to PEA No. 115. | |
(d.10) | Advisory Agreement, dated June 13, 2014, between BFA and iShares Commodities Strategy Cayman Ltd is incorporated herein by reference to PEA No. 115. | |
(d.11) | Advisory Agreement, dated December 6, 2017, between BFA and iShares Bloomberg Roll Select Cayman Ltd is incorporated herein by reference to Post-Effective Amendment No. 351, filed February 21, 2018. | |
(d.12) | Advisory Agreement, dated December 6, 2017, between BFA and iShares Gold Exposure Cayman Ltd is incorporated herein by reference to PEA No. 411. | |
(d.13) | Sub-Advisory Agreement, dated September 29, 2014, between BFA and BlackRock International Limited, with respect to the iShares Commodities Strategy Cayman Ltd, is incorporated herein by reference to PEA No. 115. | |
(e.1) | Distribution Agreement, dated February 3, 2012, between the Trust and BlackRock Investments, LLC (BRIL) is incorporated herein by reference to Post-Effective Amendment No. 17, filed August 22, 2013. | |
(e.2) | Exhibit A to the Distribution Agreement is incorporated herein by reference to PEA No. 446. | |
(f) | Not applicable. |
(g) | Service Module for Custodial Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 446. | |
(h.1) | Master Services Agreement, dated April 13, 2018, between the Trust and State Street Bank and Trust Company (State Street) is incorporated herein by reference to PEA No. 446. | |
(h.2) | Exhibit A to the Master Services Agreement is incorporated herein by reference to PEA No. 446. | |
(h.3) | Service Module for Fund Administration and Accounting Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 446. | |
(h.4) | Service Module for Transfer Agency Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 446. | |
(h.5) | Amended and Restated Securities Lending Agency Agreement, dated January 1, 2015, among the Trust, iShares Trust, iShares, Inc., iShares MSCI Russia Capped ETF, Inc., iShares U.S. ETF Company, Inc. and BlackRock Institutional Trust Company, N.A. (BTC) is incorporated herein by reference to Post-Effective Amendment No. 147, filed February 13, 2015. | |
(h.6) | Schedule A to the Amended and Restated Securities Lending Agency Agreement is incorporated herein by reference to PEA No. 446. | |
(i) | Legal Opinion and Consent of Richards, Layton & Finger, P.A. to be filed by amendment. | |
(j) | Not applicable. | |
(k) | Not applicable. | |
(l) | Initial Capital Agreement is incorporated herein by reference to PEA No. 1. | |
(m) | Not applicable. | |
(n) | Not applicable. | |
(o) | Not applicable. | |
(p.1) | Code of Ethics for Fund Access Persons and Code of Ethics for BRIL is incorporated herein by reference to PEA No. 446. | |
(p.2) | BlackRock, Inc. Personal Trading Policy is incorporated herein by reference to Post-Effective Amendment No. 108, filed September 3, 2014. | |
(q.1) | Powers of Attorney, each dated October 15, 2016, for Martin Small, Jane D. Carlin, Mark K. Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito and Jack Gee are incorporated herein by reference to Post-Effective Amendment No. 236, filed November 15, 2016 (PEA No. 236). | |
(q.2) | Powers of Attorney, each dated June 21, 2017, for Drew E. Lawton and Richard L. Fagnani are incorporated herein by reference to Post-Effective Amendment No. 298, filed November 1, 2017 (PEA No. 298). | |
(q.3) | Officers Certificate is incorporated herein by reference to PEA No. 236. |
Item 29. Persons Controlled By or Under Common Control with Registrant:
None.
Item 30. Indemnification:
The Trust (also referred to in this section as the Fund) is organized as a Delaware statutory trust and is operated pursuant to an Agreement and Declaration of Trust (the Declaration of Trust) that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended (the 1940 Act).
Section 10.2 of the Declaration of Trust:
The Declaration of Trust provides that every person who is, or has been, a trustee or officer of the Trust (a Covered Person) shall be indemnified by the Trust or the applicable Fund to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid in connection with any claim, action, suit, proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer and against amounts paid as incurred in the settlement thereof.
However, no indemnification shall be provided to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office: (A) by the court or other body approving the settlement; (B) by at least a majority of those trustees who neither are interested persons (as defined in the 1940 Act) of the Trust nor are parties to the matter based upon a review of readily-available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily-available facts (as opposed to a full trial-type inquiry).
Article IX of the Registrants By-Laws:
The By-Laws provides that the Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the trustees would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
1933 Act:
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Section 17 of the Master Services Agreement between Registrant and State Street:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (Losses) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the State Street Infringement Items), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Funds combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Funds use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of
any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Streets failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
The Master Services Agreement also provides that applicable Fund will indemnify, defend and hold harmless State Street, its Affiliates and their respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim based or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by such Fund of any of its confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of such Fund arising from or in connection with a Service Module to which such Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of such Fund; (iii) any claim relating to any violation by such Fund, or its officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that State Street is an employer or joint employer of any such prospective, then current or former employee of such Fund.
Each Party will indemnify, defend and hold harmless the other Party and their respective officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by the tortious or criminal conduct of the other Party.
Section 8.02 of the Distribution Agreement between Registrant and BRIL:
The Distribution Agreement provides that the Trust agrees to indemnify, defend and hold harmless, BRIL, each of its directors, officers, principals, representatives, employees and each person, if any, who controls BRIL within the meaning of Section 15 of the 1933 Act (collectively, the BRIL Indemnified Parties) on an as-incurred basis from and against any and all losses, claims, damages or liabilities whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, Losses) to which the BRIL Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRILs own willful misfeasance, willful misconduct or gross negligence or BRILs reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRILs material breach of this Agreement.
The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the Trust Indemnified Parties) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii)
any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Trusts own willful misfeasance, willful misconduct or gross negligence or the Trusts reckless disregard of its obligations under the Distribution Agreement or (B) the Trusts material breach of the Distribution Agreement.
The Authorized Participant Agreement:
The Authorized Participant Agreement provides that the Authorized Participant (the Participant) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1 of the Amended and Restated Securities Lending Agency Agreement:
The Amended and Restated Securities Lending Agency Agreement provides that the Trust on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTCs operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTCs negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.
The Amended and Restated Securities Lending Agency Agreement also provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (Loss) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTCs indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
Item 31. Business and Other Connections of the Investment Adviser:
The Trust is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFAs business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.
Director or Officer | Capacity with BFA |
Principal Business(es) During Last Two Fiscal Years |
||
FINK, LAURENCE DOUGLAS | CHIEF EXECUTIVE OFFICER | Chairman and Chief Executive Officer of BlackRock, Inc. |
GOLDSTEIN, ROBERT LAWRENCE | CHIEF OPERATING OFFICER AND DIRECTOR | Senior Managing Director and Chief Operating Officer of BlackRock, Inc. | ||
KAPITO, ROBERT STEVEN | PRESIDENT | President and Director of BlackRock, Inc. | ||
MEADE, CHRISTOPHER JOSEPH | GENERAL COUNSEL AND CHIEF LEGAL OFFICER | Senior Managing Director and Chief Legal Officer of BlackRock, Inc. | ||
PARK, CHARLES CHOON SIK | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRocks registered investment companies | ||
SHEDLIN, GARY STEPHEN | CHIEF FINANCIAL OFFICER AND DIRECTOR | Senior Managing Director and Chief Financial Officer of BlackRock Inc. | ||
WALTCHER, DANIEL RUSSELL | DIRECTOR | Managing Director and Deputy General Counsel of BlackRock, Inc. |
BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
Director or Officer | Capacity with BIL |
Principal Business(es) During
Last Two Fiscal Years |
||
CHARRINGTON, NICHOLAS JAMES | DIRECTOR | Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the Joint Boards) | ||
CLAUSEN, CHRISTIAN | DIRECTOR | Senior Advisor of BlackRock, Inc. | ||
DAMM, RUDOLPH ANDREW | DIRECTOR | Managing Director of BlackRock, Inc. | ||
DE FREITAS, ELEANOR JUDITH | DIRECTOR | Managing Director of BlackRock, Inc. | ||
FISHWICK, JAMES EDWARD | DIRECTOR | Managing Director of BlackRock, Inc. | ||
HANDLING, ERICA LOUISE | GENERAL COUNSEL | Managing Director of BlackRock, Inc. | ||
LORD, RACHEL | CHIEF EXECUTIVE OFFICER AND DIRECTOR | Senior Managing Director of BlackRock, Inc. |
MCMAHON, ENDA THOMAS | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. | ||
MULLIN, STACEY JANE | CHIEF OPERATING OFFICER AND DIRECTOR | Managing Director of BlackRock, Inc. | ||
OLSON, PATRICK MICHAEL | DIRECTOR | Senior Managing Director of BlackRock, Inc. | ||
THOMSON, COLIN ROY | CHIEF FINANCIAL OFFICER AND DIRECTOR | Managing Director of BlackRock, Inc. | ||
YOUNG, MARGARET ANNE | DIRECTOR | Non-Executive Director of the Joint Boards |
Item 32. Principal Underwriters:
(a) |
Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. |
BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:
BBIF Money Fund | BlackRock Multi-State Municipal Series Trust | |
BBIF Treasury Fund | BlackRock Municipal Bond Fund, Inc. | |
BIF Money Fund | BlackRock Municipal Series Trust | |
BIF Treasury Fund | BlackRock Natural Resources Trust | |
BlackRock Advantage Global Fund, Inc. | BlackRock Series Fund, Inc. | |
BlackRock Advantage U.S. Total Market Fund, Inc. | BlackRock Series Fund II, Inc. | |
BlackRock Allocation Target Shares | BlackRock Series, Inc. | |
BlackRock Asian Dragon Fund, Inc. | BlackRock Strategic Global Bond Fund, Inc. | |
BlackRock Balanced Capital Fund, Inc. | BlackRock Variable Series Funds, Inc. | |
BlackRock Basic Value Fund, Inc. | BlackRock Variable Series Funds II, Inc. | |
BlackRock Bond Fund, Inc. | FDP Series, Inc. | |
BlackRock California Municipal Series Trust | FDP Series II, Inc. | |
BlackRock Capital Appreciation Fund, Inc. | Funds For Institutions Series | |
BlackRock Emerging Markets Fund, Inc. | iShares, Inc. | |
BlackRock Equity Dividend Fund | iShares Trust | |
BlackRock EuroFund | Managed Account Series | |
BlackRock Financial Institutions Series Trust | Managed Account Series II | |
BlackRock Focus Growth Fund, Inc. | Master Advantage U.S. Total Market LLC | |
BlackRock Funds | Master Bond LLC | |
BlackRock Funds II | Master Focus Growth LLC | |
BlackRock Funds III | Master Institutional Money Market LLC | |
BlackRock Funds IV | Master Investment Portfolio | |
BlackRock Funds V | Master Investment Portfolio II | |
BlackRock Funds VI | Master Large Cap Series LLC | |
BlackRock Global Allocation Fund, Inc. | Master Money LLC | |
BlackRock Index Funds, Inc. | Master Treasury LLC | |
BlackRock Large Cap Series Funds, Inc. | Quantitative Master Series LLC | |
BlackRock Latin America Fund, Inc. | Ready Assets Government Liquidity Fund | |
BlackRock Liquidity Funds | Ready Assets U.S.A. Government Money Fund | |
BlackRock Long-Horizon Equity Fund | Ready Assets U.S. Treasury Money Fund | |
BlackRock Mid Cap Dividend Series, Inc. | Retirement Series Trust |
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:
BlackRock Floating Rate Income Strategies Fund, Inc. |
BlackRock Health Sciences Trust |
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRocks open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.
(b) |
Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52 nd Street, New York, NY 10055. |
Name |
Position(s) and Office(s)
|
Position(s) and Office(s)
|
||
Abigail Reynolds | Chairman and Member, Board of Managers, and Chief Executive Officer | None | ||
Christopher J. Meade | General Counsel, Chief Legal Officer and Senior Managing Director | None | ||
Saurabh Pathak | Chief Financial Officer and Director | None | ||
Gregory Rosta | Chief Compliance Officer and Director | None | ||
Jon Maro | Chief Operating Officer and Director | None | ||
Anne Ackerley | Member, Board of Managers, and Managing Director | None | ||
Blair Alleman | Managing Director | None | ||
Michael Bishopp | Managing Director | None | ||
Thomas Callahan | Managing Director | None | ||
Samara Cohen | Managing Director | None | ||
John Diorio | Managing Director | None | ||
Lisa Hill | Managing Director | None | ||
Brendan Kyne | Managing Director | None | ||
Paul Lohrey | Managing Director | None | ||
Martin Small | Managing Director | None | ||
Jonathan Steel | Managing Director | None | ||
Katrina Gil | Director | None | ||
Chris Nugent | Director | None | ||
Andrew Dickson | Director and Secretary | None | ||
Terri Slane | Director and Assistant Secretary | None | ||
Lourdes Sanchez | Vice President | None | ||
Lita Midwinter | Anti-Money Laundering Officer | None | ||
Robert Fairbairn | Member, Board of Managers | None | ||
Sarah Melvin | Member, Board of Managers | None | ||
Richard Prager | Member, Board of Managers | None | ||
Gerald Pucci | Member, Board of Managers | None | ||
Salim Ramji | Member, Board of Managers | None |
(c) |
Not applicable. |
Item 33. Location of Accounts and Records:
(a) |
The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules thereunder (collectively, the Records) at the offices of State Street, 1 Lincoln Street, Mail Stop SUM0703, Boston, MA 02111. |
(b) |
BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA 94105. |
(c) |
BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540. |
(d) |
State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, North Quincy, MA 02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Lincoln Street, Mail Stop SUM0703, Boston, MA 02111. |
(e) |
BlackRock International Limited maintains all Records relating to its functions as current or former sub-adviser at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. |
Item 34. Management Services:
Not applicable.
Item 35. Undertakings:
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 448 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 3 rd day of December, 2018.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 448 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
By: | ||
|
||
Mark K. Wiedman* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
John E. Martinez* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Cecilia H. Herbert* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Charles A. Hurty* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
John E. Kerrigan* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Robert S. Kapito* | ||
Trustee | ||
Date: | December 3, 2018 |
|
||
Madhav V. Rajan* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Jane D. Carlin* | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Drew E. Lawton** | ||
Trustee | ||
Date: | December 3, 2018 | |
|
||
Richard L. Fagnani** | ||
Trustee | ||
Date: | December 3, 2018 | |
/s/ Jack Gee |
||
Jack Gee* | ||
Treasurer and Chief Financial Officer | ||
Date: | December 3, 2018 | |
/s/ Jack Gee |
||
* | By: Jack Gee | |
Attorney-in-fact | ||
Date: | December 3, 2018 |
* |
Powers of Attorney, each dated October 15, 2016, for Martin Small, Jane D. Carlin, Mark K. Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito and Jack Gee are incorporated herein by reference to PEA No. 236. |
** |
Powers of Attorney, each dated June 21, 2017, for Drew E. Lawton and Richard L. Fagnani are incorporated herein by reference to PEA No. 298. |