As filed with the U.S. Securities and Exchange Commission on January 16, 2020
File Nos. 333-92935 and 811-09729
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. 2,267 | ☒ | |||
| and/or | ||||
| REGISTRATION STATEMENT | ||||
| UNDER | ||||
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
| Amendment No. 2,267 | ☒ | |||
| (Check appropriate box or boxes) |
iShares Trust
(Exact Name of Registrant as Specified in Charter)
c/o State Street Bank and Trust Company
1 Lincoln Street
Mail Stop SFC0805
Boston, MA 02111
(Address of Principal Executive Office)(Zip Code)
Registrant’s 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. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 |
DEEPA DAMRE, ESQ. BLACKROCK FUND ADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105 |
This Post-Effective Amendment consists of the following:
| 1. |
Facing Sheet of the Registration Statement. |
| 2. |
Explanatory Note. |
| 3. |
Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement. |
This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment No. 2,257 to the Registration Statements on Form N-1A filed on January 9, 2020 pursuant to Rule 485(a) under the Securities Act of 1933, as amended, are incorporated by reference herein.
iShares Trust
File Nos. 333-92935 and 811-09729
Part C
Other Information
Item 28. Exhibits:
PEA # 2,267
|
Exhibit
|
Description |
|
| (a.1) | Amended and Restated Agreement and Declaration of Trust, dated September 17, 2009, is incorporated herein by reference to Post-Effective Amendment No. 303, filed October 16, 2009 (“PEA No. 303”). | |
| (a.2) | Restated Certificate of Trust, dated September 13, 2006, is incorporated herein by reference to Post-Effective Amendment No. 53, filed September 19, 2006. | |
| (b) | Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 418, filed May 4, 2010. | |
| (c) | Article II of the Amended and Restated Agreement and Declaration of Trust is incorporated herein by reference to PEA No. 303. | |
| (d.1) | Investment Advisory Agreement, dated December 1, 2009, between the iShares Trust (the “Trust”) and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to Post-Effective Amendment No. 354, filed December 28, 2009. | |
| (d.2) | Schedule A to the Investment Advisory Agreement between the Trust and BFA is filed herein. | |
| (d.3) | Schedule A to the Investment Advisory Agreement between iShares, Inc. and BFA is incorporated herein by reference to Post-Effective Amendment No. 2,242, filed December 17, 2019. | |
| (d.4) | Master Advisory Fee Waiver Agreement, dated December 1, 2009, between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 512, filed March 24, 2011. | |
| (d.5) | Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,179, filed September 16, 2019 (“PEA No. 2,179”). | |
| (d.6) | Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 773, filed October 15, 2012. | |
| (d.7) | Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited (“BIL”) is incorporated herein by reference to Post-Effective Amendment No. 529, filed April 21, 2011. | |
| (d.8) | Exhibit A to the Sub-Advisory Agreement between BFA and BIL is incorporated herein by reference to Post-Effective Amendment No. 1,991, filed November 9, 2018. | |
| (d.9) | Sub-Advisory Agreement, dated March 12, 2019, between BFA and BlackRock (Singapore) Limited (“BRS”) is incorporated herein by reference to Post-Effective Amendment No. 2,076, filed April 2, 2019 (“PEA No. 2,076”). | |
| (d.10) | Appendix A to the Sub-Advisory Agreement between BFA and BRS is incorporated herein by reference to PEA No. 2,076. | |
| (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. 921, filed July 10, 2013. | |
| (e.2) | Exhibit A to the Distribution Agreement is filed herein. | |
| (f) | Not applicable. | |
| (g) | Service Module for Custodial Services, dated April 13, 2018, is incorporated herein by reference to Post-Effective Amendment No. 1,956, filed August 28, 2018 (“PEA No. 1,956”). | |
| (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. 1,956. | |
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| (h.2) | Exhibit A to the Master Services Agreement is filed herein. | |
| (h.3) | Service Module for Fund Administration and Accounting Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 1,956. | |
| (h.4) | Service Module for Transfer Agency Services, dated April 13, 2018, is incorporated herein by reference to PEA No. 1,956. | |
| (h.5) | Third Amended and Restated Securities Lending Agency Agreement, dated January 1, 2020, among the Trust, iShares, Inc., iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BlackRock Institutional Trust Company, N.A. (“BTC”) is filed herein. | |
| (h.6) | Schedule A to the Third Amended and Restated Securities Lending Agency Agreement is filed herein. | |
| (h.7) | Form of Master Securities Loan Agreement (including forms of Annexes and Schedules thereto) is incorporated herein by reference to Post-Effective Amendment No. 369, filed January 22, 2010. | |
| (h.8) | Sublicense Agreement, dated June 30, 2017, among the Trust, iShares, Inc. and BFA for the BlackRock Index Services LLC Indexes, as that term is defined in the Agreement (“BlackRock Index Services LLC Sublicense Agreement”) is incorporated herein by reference to Post-Effective Amendment No. 1,792, filed August 1, 2017. | |
| (h.9) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the C&S Indexes, as that term is defined in the Agreement (“C&S Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,512, filed October 21, 2015 (“PEA No. 1,512”). | |
| (h.10) | Exhibit A to the C&S Sublicense Agreement is incorporated herein by reference to PEA No. 1,512. | |
| (h.11) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Dow Jones Indexes, as that term is defined in the Agreement (“Dow Jones Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.12) | Exhibit A to the Dow Jones Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,159, filed July 26, 2019. | |
| (h.13) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Markit iBoxx indexes, as that term is defined in the Agreement (“Markit iBoxx Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,796, filed August 7, 2017 (“PEA No. 1,796”). | |
| (h.14) | Exhibit A to the Markit iBoxx Sublicense Agreement is incorporated herein by reference to PEA No. 2,179. | |
| (h.15) | Sublicense Agreement, dated March 15, 2018, among the Trust, iShares, Inc. and BFA for the Ice Data Indices, LLC indexes, as that term is defined in the Agreement (“Ice Data Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,885, filed March 19, 2018. | |
| (h.16) | Exhibit A to the Ice Data Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,230, filed December 4, 2019. | |
| (h.17) | Amended and Restated Sublicense Agreement, dated August 14, 2017, among the Trust, iShares, Inc. and BFA for the Merrill Lynch Indexes, as that term is defined in the Agreement (“Merrill Lynch Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,840, filed October 23, 2017. | |
| (h.18) | Exhibit A to the Merrill Lynch Sublicense Agreement is incorporated herein by reference to PEA No. 1,956. | |
| (h.19) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Morningstar Indexes, as that term is defined in the Agreement (“Morningstar Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796. | |
| (h.20) | Exhibit A to the Morningstar Sublicense Agreement is incorporated herein by reference to PEA No. 2,179. | |
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| (h.21) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the MSCI Indexes, as that term is defined in the Agreement (“MSCI Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796. | |
| (h.22) | Exhibit A to the MSCI Sublicense Agreement is filed herein. | |
| (h.23) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the NASDAQ indexes, as that term is defined in the Agreement (“NASDAQ Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796. | |
| (h.24) | Exhibit A to the NASDAQ Sublicense Agreement is incorporated herein by reference to PEA No. 1,796. | |
| (h.25) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Russell Indexes, as that term is defined in the Agreement (“Russell Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,795, filed August 2, 2017. | |
| (h.26) | Exhibit A to the Russell Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,245, filed December 19, 2019. | |
| (h.27) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the S&P Indexes, as that term is defined in the Agreement (“S&P Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.28) | Exhibit A to the S&P Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,229, filed November 22, 2019. | |
| (i) |
Not applicable. |
|
| (j) | Not applicable. | |
| (k) | Not applicable. | |
| (l.1) | Subscription Agreement, dated April 20, 2000, between the Trust and SEI Investments Distribution Co. is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (“PEA No. 2”). | |
| (l.2) | Letter of Representations, dated April 14, 2000, between the Trust and the Depository Trust Company (“DTC”) is incorporated herein by reference to PEA No. 2. | |
| (l.3) | Amendment of Letter of Representations, dated January 9, 2001, between the Trust and DTC for iShares Nasdaq Biotechnology Index Fund and iShares Cohen & Steers Realty Majors Index Fund is incorporated herein by reference to Post-Effective Amendment No. 11, filed July 2, 2001. | |
| (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 Post-Effective Amendment No. 2,117, filed May 20, 2019. | |
| (q.1) | Powers of Attorney, each dated January 1, 2020, for Armando Senra, Salim Ramji, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to Post-Effective Amendment No. 2,257, filed January 9, 2020 (“PEA No. 2,257”). | |
| (q.2) | Officer’s Certificate is incorporated herein by reference to PEA No. 2,257. | |
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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 Amended and Restated 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 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); provided, however, that any shareholder, by appropriate legal proceedings, may challenge any such determination by the trustees or by independent counsel.
Article IX of the Registrant’s Amended and Restated By-Laws:
The Amended and Restated 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,
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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 Fund’s 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 Fund’s 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, worker’s 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 Street’s 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.
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) BRIL’s own willful misfeasance, willful misconduct or gross negligence or BRIL’s reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRIL’s material breach of this Agreement.
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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 Trust’s own willful misfeasance, willful misconduct or gross negligence or the Trust’s reckless disregard of its obligations under the Distribution Agreement or (B) the Trust’s 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 Third Amended and Restated Securities Lending Agency Agreement:
The Third 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 BTC’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTC’s 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 Third 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 BTC’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
The Participation Agreement:
The Form of Participation Agreement generally provides that each Investing Fund agrees to hold harmless and indemnify the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by such Investing Fund of any provision of this Agreement or (ii) a violation or alleged violation by such Investing Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.
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The iShares Funds agree to hold harmless and indemnify an Investing Fund, including any of its directors or trustees, officers, employees and agents, against and from any Claims asserted against the Investing Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by the iShares Fund of any provision of this Agreement or (ii) a violation or alleged violation by the iShares Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no iShares Fund shall be liable for indemnifying any Investing Fund for any Claims resulting from violations that occur as a result of incomplete or inaccurate information provided by the Investing Fund to such iShares Fund pursuant to terms and conditions of the iShares Order or this Agreement.
Sublicense Agreements between the Registrant and BFA:
The Sublicense Agreements generally provide that the Trust shall indemnify and hold harmless BFA, its officers, employees, agents, successors, and assigns against all judgments, damages, costs or losses of any kind (including reasonable attorneys’ and experts’ fees) resulting from any claim, action or proceeding (collectively “claims”) that arises out of or relates to (a) the creation, marketing, advertising, selling, and operation of the Trust or interests therein, (b) any breach by BFA of its covenants, representations, and warranties under the “License Agreement” caused by the actions or inactions of the Trust, or (c) any violation of applicable laws (including, but not limited to, banking, commodities, and securities laws) arising out of the offer, sale, operation, or trading of the Trust or interests therein, except to the extent such claims result from the negligence, gross negligence or willful misconduct of BFA or an affiliate of BFA. The provisions of this section shall survive termination of this Sublicense Agreement.
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. BFA’s 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 BlackRock’s 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.
- 8 -
| 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:
| BlackRock Advantage Global Fund, Inc. | BlackRock Multi-State Municipal Series Trust | |
| BlackRock Advantage U.S. Total Market Fund, Inc. | BlackRock Municipal Bond Fund, Inc. | |
| BlackRock Allocation Target Shares | BlackRock Municipal Series Trust | |
| BlackRock Asian Dragon Fund, Inc. | BlackRock Natural Resources Trust | |
| BlackRock Balanced Capital Fund, Inc. | BlackRock Series Fund, Inc. | |
| BlackRock Basic Value Fund, Inc. | BlackRock Series Fund II, Inc. |
- 9 -
| BlackRock Bond Fund, Inc. | BlackRock Series, Inc. | |
| BlackRock California Municipal Series Trust | BlackRock Strategic Global Bond Fund, Inc. | |
| BlackRock Capital Appreciation Fund, Inc. | BlackRock Variable Series Funds, Inc. | |
| BlackRock Emerging Markets Fund, Inc. | BlackRock Variable Series Funds II, Inc. | |
| BlackRock Equity Dividend Fund | Funds For Institutions Series | |
| BlackRock ETF Trust | iShares, Inc. | |
| BlackRock EuroFund | iShares U.S. ETF Trust | |
| BlackRock Financial Institutions Series Trust | Managed Account Series | |
| BlackRock FundsSM | Managed Account Series II | |
| BlackRock Funds II | Master Advantage U.S. Total Market LLC | |
| BlackRock Funds III | Master Bond LLC | |
| BlackRock Funds IV | Master Focus Growth LLC | |
| BlackRock Funds V | Master Institutional Money Market LLC | |
| BlackRock Funds VI | Master Investment Portfolio | |
| BlackRock Global Allocation Fund, Inc. | Master Investment Portfolio II | |
| BlackRock Index Funds, Inc. | Master Large Cap Series LLC | |
| BlackRock Large Cap Focus Growth Fund, Inc. | Quantitative Master Series LLC | |
| BlackRock Large Cap Series Funds, Inc. | Ready Assets Government Liquidity Fund | |
| BlackRock Latin America Fund, Inc. | Ready Assets U.S. Treasury Money Fund | |
| BlackRock Liquidity Funds | Retirement Series Trust | |
| BlackRock Long-Horizon Equity Fund | ||
| BlackRock Mid Cap Dividend Series, Inc. |
|
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies: |
|
BlackRock Credit Strategies Fund |
|
BlackRock Health Sciences Trust |
|
BlackRock Science and Technology Trust |
|
BlackRock Utilities, Infrastructure & Power Opportunities Trust |
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRock’s 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 52nd Street, New York, NY 10055. |
|
Name |
Position(s) and Office(s) with BRIL |
Position(s) and Office(s) with Registrant |
||
| Abigail Reynolds | Chairman and Member, Board of Managers, and Chief Executive Officer | None | ||
| Christopher J. Meade | Chief Legal Officer, General Counsel and Senior Managing Director | None | ||
| Lauren Bradley | Chief Financial Officer and Vice President | 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 | Member, Board of Managers, and 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 | Member, Board of Managers, and Managing Director | None | ||
| Jonathan Steel | Managing Director | None | ||
| Katrina Gil | Director | None |
- 10 -
| 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 | ||
| Zach Buchwald | Member, Board of Managers | None | ||
| Gerald Pucci | Member, Board of Managers | None | ||
| Philip Vasan | 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 SFC0805, 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 SFC0805, 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.
- 11 -
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. 2,267 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 16th day of January, 2020.
|
iSHARES TRUST |
||
|
By: |
|
|
| Armando Senra* | ||
| President | ||
|
Date: |
January 16, 2020 | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,267 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
By: |
|
|
| Salim Ramji* | ||
| Trustee | ||
|
Date: |
January 16, 2020 | |
|
|
||
| John E. Martinez* | ||
| Trustee | ||
|
Date: |
January 16, 2020 | |
|
|
||
| Cecilia H. Herbert* | ||
| Trustee | ||
|
Date: |
January 16, 2020 | |
|
|
||
| John E. Kerrigan* | ||
| Trustee | ||
|
Date: |
January 16, 2020 | |
|
|
||
| Robert S. Kapito* | ||
| Trustee | ||
|
Date: |
January 16, 2020 | |
- 12 -
| * |
Powers of Attorney, each dated January 1, 2020, for Armando Senra, Salim Ramji, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to PEA No. 2,257. |
- 13 -
Exhibit Index
| (d.2) | Schedule A to the Investment Advisory Agreement between the Trust and BFA. | |
| (e.2) | Exhibit A to the Distribution Agreement. | |
| (h.2) | Exhibit A to the Master Services Agreement. | |
| (h.5) | Third Amended and Restated Securities Lending Agency Agreement. | |
| (h.6) | Schedule A to the Third Amended and Restated Securities Lending Agency Agreement. | |
| (h.22) | Exhibit A to the MSCI Sublicense Agreement. | |
- 14 -
Exhibit (d.2)
Schedule A
to the
Investment Advisory Agreement dated December 1, 2009
between
iShares Trust
and
BlackRock Fund Advisors
Pursuant to Section 6, the Trust shall pay the Adviser compensation at the following annual rates:
|
Fund |
Annual Fee | |||
|
iShares 0-5 Year High Yield Corporate Bond ETF |
0.30 | % | ||
|
iShares 0-5 Year Investment Grade Corporate Bond ETF |
0.06 | % | ||
|
iShares 0-5 Year TIPS Bond ETF |
0.06 | % | ||
|
iShares 1-3 Year International Treasury Bond ETF |
0.35 | % | ||
|
iShares 1-3 Year Treasury Bond ETF |
0.15 | % | ||
|
iShares 3-7 Year Treasury Bond ETF |
0.15 | % | ||
|
iShares 7-10 Year Treasury Bond ETF |
0.15 | % | ||
|
iShares 10-20 Year Treasury Bond ETF |
0.15 | % | ||
|
iShares 20+ Year Treasury Bond ETF |
0.15 | % | ||
|
iShares Aaa - A Rated Corporate Bond ETF |
0.15 | % | ||
|
iShares Adaptive Currency Hedged MSCI EAFE ETF |
0.38 | % | ||
|
iShares Agency Bond ETF |
0.20 | % | ||
|
iShares Asia 50 ETF |
0.50 | % | ||
|
iShares Broad USD High Yield Corporate Bond ETF |
0.22 | % | ||
|
iShares Broad USD Investment Grade Corporate Bond ETF |
0.06 | % | ||
|
iShares California Muni Bond ETF |
0.25 | % | ||
|
iShares CMBS ETF |
0.25 | % | ||
|
iShares Convertible Bond ETF |
0.20 | % | ||
|
iShares Core 1-5 Year USD Bond ETF |
0.06 | % | ||
|
iShares Core 5-10 Year USD Bond ETF |
0.06 | % | ||
|
iShares Core 10+ Year USD Bond ETF |
0.06 | % | ||
|
iShares Core Aggressive Allocation ETF |
0.25 | % | ||
|
iShares Core Conservative Allocation ETF |
0.25 | % | ||
|
iShares Core Dividend Growth ETF |
0.08 | % | ||
|
iShares Core Growth Allocation ETF |
0.25 | % | ||
|
iShares Core High Dividend ETF |
0.08 | % | ||
|
iShares Core International Aggregate Bond ETF |
0.09 | % | ||
|
iShares Core Moderate Allocation ETF |
0.25 | % | ||
|
iShares Core MSCI EAFE ETF |
0.07 | % | ||
|
iShares Core MSCI Europe ETF iShares Core MSCI International Developed Markets ETF |
|
0.09
0.05 |
%
% |
|
|
iShares Core MSCI Pacific ETF |
0.09 | % | ||
|
iShares Core MSCI Total International Stock ETF |
0.09 | % | ||
|
iShares Core S&P 500 ETF |
0.04 | % | ||
|
iShares Core S&P Mid-Cap ETF |
0.06 | % | ||
|
iShares Core S&P Small-Cap ETF |
0.07 | % | ||
|
iShares Core S&P Total U.S. Stock Market ETF |
0.03 | % | ||
|
iShares Core S&P U.S. Growth ETF |
0.04 | % | ||
|
iShares Core S&P U.S. Value ETF |
0.04 | % | ||
|
iShares Core Total USD Bond Market ETF |
0.06 | % | ||
|
iShares Core U.S. Aggregate Bond ETF |
0.05 | % | ||
|
iShares Core U.S. REIT ETF |
0.08 | % | ||
|
iShares Currency Hedged JPX-Nikkei 400 ETF |
0.59 | % | ||
|
iShares Currency Hedged MSCI ACWI ex U.S. ETF |
0.38 | % | ||
|
iShares Currency Hedged MSCI Australia ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI Canada ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI EAFE ETF |
0.38 | % | ||
|
iShares Currency Hedged MSCI EAFE Small-Cap ETF |
0.43 | % | ||
|
iShares Currency Hedged MSCI Eurozone ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI Germany ETF |
0.53 | % | ||
|
iShares Currency Hedged MSCI Italy ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI Japan ETF |
0.53 | % | ||
|
iShares Currency Hedged MSCI Mexico ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI South Korea ETF |
0.77 | % | ||
|
iShares Currency Hedged MSCI Spain ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI Switzerland ETF |
0.62 | % | ||
|
iShares Currency Hedged MSCI United Kingdom ETF |
0.62 | % | ||
|
iShares Cybersecurity and Tech ETF |
0.47 | % | ||
|
iShares Dow Jones U.S. ETF |
0.20 | % | ||
|
iShares Edge High Yield Defensive Bond ETF |
0.35 | % | ||
|
iShares Edge Investment Grade Enhanced Bond ETF |
0.18 | % | ||
|
iShares Edge MSCI Intl Momentum Factor ETF |
0.30 | % | ||
|
iShares Edge MSCI Intl Quality Factor ETF |
0.30 | % | ||
|
iShares Edge MSCI Intl Size Factor ETF |
0.30 | % | ||
|
iShares Edge MSCI Intl Value Factor ETF |
0.30 | % | ||
|
iShares Edge MSCI Min Vol Europe ETF |
0.25 | % | ||
|
iShares Edge MSCI Min Vol Japan ETF |
0.30 | % | ||
|
iShares Edge MSCI Min Vol USA ETF |
0.15 | % | ||
|
iShares Edge MSCI Min Vol USA Small-Cap ETF |
0.20 | % | ||
|
iShares Edge MSCI Multifactor Global ETF |
0.35 | % | ||
|
iShares Edge MSCI Multifactor Intl ETF |
0.30 | % | ||
|
iShares Edge MSCI Multifactor Intl Small-Cap ETF |
0.40 | % | ||
|
iShares Edge MSCI Multifactor USA ETF |
0.20 | % | ||
|
iShares Edge MSCI Multifactor USA Mid-Cap ETF |
0.25 | % | ||
|
iShares Edge MSCI Multifactor USA Small-Cap ETF |
0.30 | % | ||
|
iShares Edge MSCI USA Momentum Factor ETF |
0.15 | % | ||
|
iShares Edge MSCI USA Quality Factor ETF |
0.15 | % | ||
|
iShares Edge MSCI USA Size Factor ETF |
0.15 | % | ||
|
iShares Edge MSCI USA Value Factor ETF |
0.15 | % | ||
|
iShares Edge U.S. Fixed Income Balanced Risk ETF |
0.25 | % | ||
|
iShares Emerging Markets Infrastructure ETF |
0.75 | % | ||
|
iShares ESG 1-5 Year USD Corporate Bond ETF |
0.12 | % | ||
|
iShares ESG MSCI EAFE ETF |
0.20 | % | ||
|
iShares ESG MSCI EM Leaders ETF |
0.16 | % | ||
|
iShares ESG MSCI USA ETF |
0.15 | % | ||
|
iShares ESG MSCI USA Leaders ETF |
0.10 | % | ||
|
iShares ESG MSCI USA Small-Cap ETF |
0.17 | % | ||
|
iShares ESG U.S. Aggregate Bond ETF |
0.10 | % | ||
|
iShares ESG USD Corporate Bond ETF |
0.18 | % | ||
|
iShares Europe Developed Real Estate ETF |
0.48 | % | ||
|
iShares Factors US Growth Style ETF |
0.25 | % | ||
|
iShares Factors US Value Style ETF |
0.25 | % | ||
|
iShares Fallen Angels USD Bond ETF |
0.25 | % |
|
iShares Floating Rate Bond ETF |
0.20 | % | ||
|
iShares Focused Value Factor ETF |
0.25 | % | ||
|
iShares Genomics Immunology and Healthcare ETF |
0.47 | % | ||
|
iShares Global 100 ETF |
0.40 | % | ||
|
iShares Global Green Bond ETF |
0.25 | % | ||
|
iShares Global REIT ETF |
0.14 | % | ||
|
iShares GNMA Bond ETF |
0.15 | % | ||
|
iShares Government/Credit Bond ETF |
0.20 | % | ||
|
iShares High Yield High Beta ETF |
0.50 | % | ||
|
iShares High Yield Low Beta ETF |
0.50 | % | ||
|
iShares iBonds 2021 Term High Yield and Income ETF |
0.35 | % | ||
|
iShares iBonds 2022 Term High Yield and Income ETF |
0.35 | % | ||
|
iShares iBonds 2023 Term High Yield and Income ETF |
0.35 | % | ||
|
iShares iBonds 2024 Term High Yield and Income ETF |
0.35 | % | ||
|
iShares iBonds 2025 Term High Yield and Income ETF |
0.35 | % | ||
|
iShares iBonds Dec 2020 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2021 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2021 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2022 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2022 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2023 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2023 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2024 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2024 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2025 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2025 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2026 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2026 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2027 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2027 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2028 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Dec 2028 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBonds Dec 2029 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Mar 2020 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Mar 2023 Term Corporate ETF |
0.10 | % | ||
|
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF |
0.10 | % | ||
|
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF |
0.10 | % | ||
|
iShares iBonds Sep 2020 Term Muni Bond ETF |
0.18 | % | ||
|
iShares iBoxx $ High Yield ex Oil & Gas Corporate Bond ETF |
0.50 | % | ||
|
iShares India 50 ETF |
0.89 | % | ||
|
iShares Intermediate Government/Credit Bond ETF |
0.20 | % | ||
|
iShares International Developed Property ETF |
0.48 | % | ||
|
iShares International Developed Real Estate ETF iShares International Dividend Growth ETF |
|
0.48
0.22 |
%
% |
|
|
iShares International Preferred Stock ETF |
0.55 | % | ||
|
iShares International Treasury Bond ETF |
0.35 | % | ||
|
iShares JPX-Nikkei 400 ETF |
0.48 | % | ||
|
iShares Micro-Cap ETF |
0.60 | % | ||
|
iShares Morningstar Large-Cap ETF |
0.20 | % | ||
|
iShares Morningstar Large-Cap Growth ETF |
0.25 | % | ||
|
iShares Morningstar Large-Cap Value ETF |
0.25 | % | ||
|
iShares Morningstar Mid-Cap ETF |
0.25 | % |
|
iShares Morningstar Mid-Cap Growth ETF |
0.30 | % | ||
|
iShares Morningstar Mid-Cap Value ETF |
0.30 | % | ||
|
iShares Morningstar Multi-Asset Income ETF |
0.25 | % | ||
|
iShares Morningstar Small-Cap ETF |
0.25 | % | ||
|
iShares Morningstar Small-Cap Growth ETF |
0.30 | % | ||
|
iShares Morningstar Small-Cap Value ETF |
0.30 | % | ||
|
iShares Mortgage Real Estate ETF |
0.48 | % | ||
|
iShares MSCI ACWI Low Carbon Target ETF iShares MSCI Argentina and Global Exposure ETF |
|
0.20
0.59 |
%
% |
|
|
iShares MSCI China A ETF |
0.65 | % | ||
|
iShares MSCI Denmark ETF |
0.53 | % | ||
|
iShares MSCI Europe Financials ETF |
0.48 | % | ||
|
iShares MSCI Europe Small-Cap ETF |
0.40 | % | ||
|
iShares MSCI Finland ETF |
0.53 | % | ||
|
iShares MSCI Germany Small-Cap ETF |
0.59 | % | ||
|
iShares MSCI Global Impact ETF |
0.49 | % | ||
|
iShares MSCI India Small-Cap ETF |
0.74 | % | ||
|
iShares MSCI Japan Equal Weighted ETF |
0.15 | % | ||
|
iShares MSCI Japan Value ETF |
0.15 | % | ||
|
iShares MSCI KLD 400 Social ETF |
0.25 | % | ||
|
iShares MSCI Kokusai ETF |
0.25 | % | ||
|
iShares MSCI Norway ETF |
0.53 | % | ||
|
iShares MSCI Saudi Arabia ETF |
0.74 | % | ||
|
iShares MSCI United Kingdom Small-Cap ETF |
0.59 | % | ||
|
iShares MSCI USA ESG Select ETF |
0.25 | % | ||
|
iShares National Muni Bond ETF |
0.07 | % | ||
|
iShares New York Muni Bond ETF |
0.25 | % | ||
|
iShares Residential Real Estate ETF |
0.48 | % | ||
|
iShares Robotics and Artificial Intelligence Multisector ETF |
0.47 | % | ||
|
iShares Russell 1000 ETF |
0.15 | % | ||
|
iShares Russell 1000 Pure U.S. Revenue ETF |
0.15 | % | ||
|
iShares Russell 2500 ETF |
0.15 | % | ||
|
iShares Russell 3000 ETF |
0.20 | % | ||
|
iShares Russell Top 200 ETF |
0.15 | % | ||
|
iShares Russell Top 200 Growth ETF |
0.20 | % | ||
|
iShares Russell Top 200 Value ETF |
0.20 | % | ||
|
iShares S&P 100 ETF |
0.20 | % | ||
|
iShares S&P 500 Growth ETF |
0.18 | % | ||
|
iShares S&P 500 Value ETF |
0.18 | % | ||
|
iShares Self-Driving EV and Tech ETF |
0.47 | % | ||
|
iShares Short-Term National Muni Bond ETF |
0.07 | % | ||
|
iShares Short Treasury Bond ETF |
0.15 | % | ||
|
iShares Treasury Floating Rate Bond ETF |
0.15 | % | ||
|
iShares U.S. Dividend and Buyback ETF |
0.25 | % | ||
|
iShares U.S. Infrastructure ETF |
0.40 | % | ||
|
iShares U.S. Tech Breakthrough Multisector ETF |
0.40 | % | ||
|
iShares U.S. Treasury Bond ETF |
0.15 | % | ||
|
iShares Yield Optimized Bond ETF |
0.28 | % |
Advisory Fee for iShares (S&P Global Sectors) Funds:
iShares Expanded Tech Sector ETF
iShares Expanded Tech-Software Sector ETF
iShares Global Clean Energy ETF
iShares Global Comm Services ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global Tech ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares North American Natural Resources ETF
iShares North American Tech-Multimedia Networking ETF
iShares PHLX Semiconductor ETF
0.48% per annum of the aggregate net assets less than or equal to $10.0 billion
plus 0.43% per annum of the aggregate net assets over $10.0 billion, up to and including $20.0 billion
plus 0.38% per annum of the aggregate net assets in excess of $20.0 billion.
Advisory Fee for iShares China Large-Cap ETF (Group VII)
iShares China Large-Cap ETF
0.74% per annum of net assets less than or equal to $6.0 billion
plus 0.67% per annum of net assets over $6.0 billion, up to and including $9.0 billion
plus 0.60% per annum of net assets over $9.0 billion, up to and including $12.0 billion
plus 0.54% per annum of net assets in excess of $12.0 billion
Advisory Fee for iShares Group VIII (Dow Jones Sector) Funds:
iShares Transportation Average ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Telecommunications ETF
iShares U.S. Utilities ETF
0.48% per annum of the aggregate net assets less than or equal to $10.0 billion
plus 0.43% per annum of the aggregate net assets over $10.0 billion, up to and including $20.0 billion
plus 0.38% per annum of the aggregate net assets over $20.0 billion, up to and including $30.0 billion
plus 0.34% per annum of the aggregate net assets over $30.0 billion, up to and including $40.0 billion
plus 0.33% per annum of the aggregate net assets over $40.0 billion, up to and including $50.0 billion
plus 0.31% per annum of the aggregate net assets in excess of $50.0 billion
Advisory Fee for iShares S&P Mid-Cap 400 Value ETF
iShares S&P Mid-Cap 400 Value ETF
0.25% per annum of net assets less than or equal to $5.0 billion
plus 0.24% per annum of net assets over $5.0 billion, up to and including $7.5 billion
plus 0.23% per annum of net assets over $7.5 billion, up to and including $10.0 billion
plus 0.21% per annum of net assets in excess of $10.0 billion
Advisory Fee for iShares MSCI EAFE Value ETF
iShares MSCI EAFE Value ETF
0.4000% per annum of net assets less than or equal to $3.0 billion
plus 0.3800% per annum of net assets over $3.0 billion, up to and including $4.5 billion
plus 0.3610% per annum of net assets over $4.5 billion, up to and including $6.0 billion
plus 0.3430% per annum of net assets over $6.0 billion, up to and including $7.5 billion
plus 0.3258% per annum of net assets over $7.5 billion, up to and including $9.0 billion
plus 0.3096% per annum of net assets in excess of $9.0 billion
Advisory Fee for iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Growth ETF
0.4000% per annum of net assets less than or equal to $3.0 billion
plus 0.3800% per annum of net assets over $3.0 billion, up to and including $4.5 billion
plus 0.3610% per annum of net assets over $4.5 billion, up to and including $6.0 billion
plus 0.3430% per annum of net assets over $6.0 billion, up to and including $7.5 billion
plus 0.3258% per annum of net assets in excess of $7.5 billion
Advisory Fee for iShares MSCI India ETF
iShares MSCI India ETF
0.6500% per annum of net assets less than or equal to $4.0 billion
plus 0.6175% per annum of net assets over $4.0 billion, up to and including $6.0 billion
plus 0.5867% per annum of net assets over $6.0 billion, up to and including $8.0 billion
plus 0.5573% per annum of net assets in excess of $8.0 billion
Advisory Fee for iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Growth ETF
0.2500% per annum of net assets less than or equal to $5 billion
plus 0.2375% per annum of net assets over $5 billion, up to and including $7.5 billion
plus 0.2256% per annum of net assets in excess of $7.5 billion
Advisory Fee for iShares S&P Small-Cap 600 Value ETF
iShares S&P Small-Cap 600 Value ETF
0.2500% per annum of net assets less than or equal to $5 billion
plus 0.2375% per annum of net assets over $5 billion, up to and including $7.5 billion
plus 0.2256% per annum of net assets in excess of $7.5 billion
Advisory Fee for iShares Exponential Technologies ETF
iShares Exponential Technologies ETF
0.4700% per annum of net assets less than or equal to $2 billion
plus 0.4465% per annum of net assets over $2 billion, up to and including $3 billion
plus 0.4242% per annum of net assets in excess of $3 billion
Advisory Fee for iShares Category VI (MSCI International/Global Multi Country) Funds:
iShares Edge MSCI Min Vol EAFE ETF
iShares Edge MSCI Min Vol Global ETF*
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI EAFE ETF
0.3500% per annum of the aggregate net assets less than or equal to $30.0 billion
plus 0.3200% per annum of the aggregate net assets over $30.0 billion, up to and including $60.0 billion
plus 0.2800% per annum of the aggregate net assets over $60.0 billion, up to and including $90.0 billion
plus 0.2520% per annum of the aggregate net assets over $90.0 billion, up to and including $120.0 billion
plus 0.2270% per annum of the aggregate net assets over $120.0 billion, up to and including $150.0 billion
plus 0.2040% per annum of the aggregate net assets in excess of $150.0 billion
Advisory Fee for Category I (MSCI Developed Markets Single Country) Funds:
iShares MSCI Australia ETF*
iShares MSCI Austria ETF*
iShares MSCI Belgium ETF*
iShares MSCI Canada ETF*
iShares MSCI Eurozone ETF*
iShares MSCI France ETF*
iShares MSCI Germany ETF*
iShares MSCI Hong Kong ETF*
iShares MSCI Ireland ETF
iShares MSCI Italy ETF*
iShares MSCI Japan ETF*
iShares MSCI Japan Small-Cap ETF*
iShares MSCI Malaysia ETF*
iShares MSCI Mexico ETF*
iShares MSCI Netherlands ETF*
iShares MSCI New Zealand ETF
iShares MSCI Singapore ETF*
iShares MSCI Spain ETF*
iShares MSCI Sweden ETF*
iShares MSCI Switzerland ETF*
iShares MSCI United Kingdom ETF
0.59% per annum of the aggregate net assets of the Category I Funds less than or equal to $7.0 billion
plus 0.54% per annum of the aggregate net assets of the Category I Funds over $7.0 billion, up to and including $11.0 billion
plus 0.49% per annum of the aggregate net assets of the Category I Funds over $11.0 billion, up to and including $24.0 billion
plus 0.44% per annum of the aggregate net assets of the Category I Funds over $24.0 billion, up to and including $48.0 billion
plus 0.40% per annum of the aggregate net assets of the Category I Funds over $48.0 billion, up to and including $72.0 billion
plus 0.36% per annum of the aggregate net assets of the Category I Funds over $72.0 billion, up to and including $96.0 billion
plus 0.32% per annum of the aggregate net assets of the Category I Funds in excess of $96.0 billion
Advisory Fee for Category II (MSCI Emerging Markets Single Country) Funds:
iShares MSCI Brazil ETF*
iShares MSCI Brazil Small-Cap ETF
iShares MSCI Chile ETF*
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI Israel ETF*
iShares MSCI Peru ETF
iShares MSCI Philippines ETF
iShares MSCI Poland ETF
iShares MSCI Qatar ETF
iShares MSCI Russia ETF*
iShares MSCI South Africa ETF*
iShares MSCI South Korea ETF*
iShares MSCI Taiwan ETF*
iShares MSCI Thailand ETF*
iShares MSCI Turkey ETF*
iShares MSCI UAE ETF
0.74% per annum of the aggregate net assets of the Category II Funds less than or equal to $2.0 billion
plus 0.69% per annum of the aggregate net assets of the Category II Funds over $2.0 billion, up to and including $4.0 billion
plus 0.64% per annum of the aggregate net assets of the Category II Funds over $4.0 billion, up to and including $8.0 billion
plus 0.57% per annum of the aggregate net assets of the Category II Funds over $8.0 billion, up to and including $16.0 billion
plus 0.51% per annum of the aggregate net assets of the Category II Funds over $16.0 billion, up to and including $24.0 billion
plus 0.48% per annum of the aggregate net assets of the Category II Funds over $24.0 billion, up to and including $32.0 billion
plus 0.45% per annum of the aggregate net assets of the Category II Funds in excess of $32.0 billion
Advisory Fee for Category IV (MSCI Emerging Markets Multi Country) Funds:
iShares Edge MSCI Min Vol Emerging Markets ETF*
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI BRIC ETF*
iShares MSCI Emerging Markets ETF*
iShares MSCI Emerging Markets Small-Cap ETF*
0.75% per annum of the aggregate net assets of the Category IV Funds less than or equal to $14.0 billion
plus 0.68% per annum of the aggregate net assets of the Category IV Funds over $14.0 billion, up to and including $28.0 billion
plus 0.61% per annum of the aggregate net assets of the Category IV Funds over $28.0 billion, up to and including $42.0 billion
plus 0.54% per annum of the aggregate net assets of the Category IV Funds over $42.0 billion, up to and including $56.0 billion
plus 0.47% per annum of the aggregate net assets of the Category IV Funds over $56.0 billion, up to and including $70.0 billion
plus 0.41% per annum of the aggregate net assets of the Category IV Funds over $70.0 billion, up to and including $84.0 billion
plus 0.35% per annum of the aggregate net assets of the Category IV Funds in excess of $84.0 billion
Advisory Fee for Group X (2012 Equity) Funds:
|
First
$46 billion |
Greater than
$46 billion Up to $81 billion |
Greater than
$81 billion Up to $111 billion |
Greater than
$111 billion Up to $141 billion |
Greater than
$141 billion |
||||||||||||||||
|
iShares Latin America 40 ETF |
0.5000 | % | 0.4750 | % | 0.4513 | % | 0.4287 | % | 0.4073 | % | ||||||||||
|
iShares MSCI Pacific ex Japan ETF* |
0.5000 | % | 0.4750 | % | 0.4513 | % | 0.4287 | % | 0.4073 | % | ||||||||||
|
iShares Preferred and Income Securities ETF |
0.4800 | % | 0.4560 | % | 0.4332 | % | 0.4116 | % | 0.3910 | % | ||||||||||
|
iShares Russell 2000 ETF |
0.2000 | % | 0.1900 | % | 0.1805 | % | 0.1715 | % | 0.1630 | % | ||||||||||
|
iShares Russell 2000 Growth ETF |
0.2500 | % | 0.2375 | % | 0.2257 | % | 0.2144 | % | 0.2037 | % | ||||||||||
|
iShares Russell 2000 Value ETF |
0.2500 | % | 0.2375 | % | 0.2257 | % | 0.2144 | % | 0.2037 | % | ||||||||||
|
iShares Select Dividend ETF |
0.4000 | % | 0.3800 | % | 0.3610 | % | 0.3430 | % | 0.3259 | % | ||||||||||
Advisory Fee for Group XI (2012 Fixed Income) Funds:
| First $19 billion |
Greater than
$19 billion Up to $33 billion |
Greater than
$33 billion Up to $47 billion |
Greater than
$47 billion |
|||||||||||||
|
iShares iBoxx $ High Yield Corporate Bond ETF |
0.5000 | % | 0.4750 | % | 0.4513 | % | 0.4287 | % | ||||||||
|
iShares J.P. Morgan USD Emerging Markets Bond ETF |
0.4000 | % | 0.3800 | % | 0.3610 | % | 0.3430 | % | ||||||||
Advisory Fee for Group XII (2013) Funds
|
First $121
billion |
Greater than
$121 billion Up to $181 billion |
Greater than
$181 billion Up to $231 billion |
Greater than
$231 billion Up to $281 billion |
Greater
than $281 billion |
||||||||||||||||
|
iShares Cohen & Steers REIT ETF |
0.3500 | % | 0.3325 | % | 0.3159 | % | 0.3001 | % | 0.2851 | % | ||||||||||
|
iShares iBoxx $ Investment Grade Corporate Bond ETF |
0.1500 | % | 0.1425 | % | 0.1354 | % | 0.1287 | % | 0.1222 | % | ||||||||||
|
iShares Intermediate-Term Corporate Bond ETF |
0.0600 | % | 0.0570 | % | 0.0542 | % | 0.0515 | % | 0.0489 | % | ||||||||||
|
iShares Long-Term Corporate Bond ETF |
0.0600 | % | 0.0570 | % | 0.0542 | % | 0.0515 | % | 0.0489 | % | ||||||||||
|
iShares MBS ETF |
0.0600 | % | 0.0570 | % | 0.0542 | % | 0.0515 | % | 0.0489 | % | ||||||||||
|
iShares Nasdaq Biotechnology ETF |
0.4800 | % | 0.4560 | % | 0.4332 | % | 0.4116 | % | 0.3910 | % | ||||||||||
|
iShares Russell 1000 Growth ETF |
0.2000 | % | 0.1900 | % | 0.1805 | % | 0.1715 | % | 0.1630 | % | ||||||||||
|
iShares Russell 1000 Value ETF |
0.2000 | % | 0.1900 | % | 0.1805 | % | 0.1715 | % | 0.1630 | % | ||||||||||
|
iShares Russell Mid-Cap ETF |
0.2000 | % | 0.1900 | % | 0.1805 | % | 0.1715 | % | 0.1630 | % | ||||||||||
|
iShares Russell Mid-Cap Growth ETF |
0.2500 | % | 0.2375 | % | 0.2257 | % | 0.2144 | % | 0.2037 | % | ||||||||||
|
iShares Russell Mid-Cap Value ETF |
0.2500 | % | 0.2375 | % | 0.2257 | % | 0.2144 | % | 0.2037 | % | ||||||||||
|
iShares S&P Mid-Cap 400 Growth ETF |
0.2500 | % | 0.2375 | % | 0.2257 | % | 0.2144 | % | 0.2037 | % | ||||||||||
|
iShares Short-Term Corporate Bond ETF |
0.0600 | % | 0.0570 | % | 0.0542 | % | 0.0515 | % | 0.0489 | % | ||||||||||
|
iShares TIPS Bond ETF |
0.2000 | % | 0.1900 | % | 0.1805 | % | 0.1715 | % | 0.1630 | % | ||||||||||
Advisory Fee for Group XIII (2014) Funds
|
First $12
billion |
Greater than
$12 billion Up to $18 billion |
Greater than
$18 billion Up to $24 billion |
Greater than
$24 billion Up to $30 billion |
Greater
than $30 billion |
||||||||||||||||
|
iShares Europe ETF |
0.6000 | % | 0.5700 | % | 0.5415 | % | 0.5145 | % | 0.4888 | % | ||||||||||
|
iShares International Select Dividend ETF |
0.5000 | % | 0.4750 | % | 0.4513 | % | 0.4287 | % | 0.4073 | % | ||||||||||
|
iShares MSCI EAFE Small-Cap ETF |
0.4000 | % | 0.3800 | % | 0.3610 | % | 0.3430 | % | 0.3259 | % | ||||||||||
| * |
This Fund is a fund of iShares, Inc. |
Amended and Approved by the Board of Trustees of iShares Trust on December 1-3, 2019.
Exhibit (e.2)
Distribution Agreement
Exhibit A
Index Series
iShares Trust
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 0-5 Year TIPS Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares 1-3 Year Treasury Bond ETF
iShares 3-7 Year Treasury Bond ETF
iShares 7-10 Year Treasury Bond ETF
iShares 10-20 Year Treasury Bond ETF
iShares 20+ Year Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares Adaptive Currency Hedged MSCI EAFE ETF
iShares Agency Bond ETF
iShares Asia 50 ETF
iShares Broad USD High Yield Corporate Bond ETF
iShares Broad USD Investment Grade Corporate Bond ETF
iShares California Muni Bond ETF
iShares China Large-Cap ETF
iShares CMBS ETF
iShares Cohen & Steers REIT ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core 5-10 Year USD Bond ETF
iShares Core 10+ Year USD Bond ETF
iShares Core Aggressive Allocation ETF
iShares Core Conservative Allocation ETF
iShares Core Dividend Growth ETF
iShares Core Growth Allocation ETF
iShares Core High Dividend ETF
iShares Core International Aggregate Bond ETF
iShares Core Moderate Allocation ETF
iShares Core MSCI EAFE ETF
iShares Core MSCI Europe ETF
iShares Core MSCI International Developed Markets ETF
iShares Core MSCI Pacific ETF
iShares Core MSCI Total International Stock ETF
iShares Core S&P 500 ETF
iShares Core S&P Mid-Cap ETF
iShares Core S&P Small-Cap ETF
iShares Core S&P Total U.S. Stock Market ETF
iShares Core S&P U.S. Growth ETF
iShares Core S&P U.S. Value ETF
iShares Core Total USD Bond Market ETF
iShares Core U.S. Aggregate Bond ETF
iShares Core U.S. REIT ETF
iShares Currency Hedged JPX-Nikkei 400 ETF
iShares Currency Hedged MSCI ACWI ex U.S. ETF
iShares Currency Hedged MSCI Australia ETF
iShares Currency Hedged MSCI Canada ETF
iShares Currency Hedged MSCI EAFE ETF
iShares Currency Hedged MSCI EAFE Small-Cap ETF
iShares Currency Hedged MSCI Eurozone ETF
iShares Currency Hedged MSCI Germany ETF
iShares Currency Hedged MSCI Italy ETF
Distribution Agreement
Exhibit A (continued)
Index Series
iShares Currency Hedged MSCI Japan ETF
iShares Currency Hedged MSCI Mexico ETF
iShares Currency Hedged MSCI South Korea ETF
iShares Currency Hedged MSCI Spain ETF
iShares Currency Hedged MSCI Switzerland ETF
iShares Currency Hedged MSCI United Kingdom ETF
iShares Cybersecurity and Tech ETF
iShares Dow Jones U.S. ETF
iShares Edge High Yield Defensive Bond ETF
iShares Edge Investment Grade Enhanced Bond ETF
iShares Edge MSCI Intl Momentum Factor ETF
iShares Edge MSCI Intl Quality Factor ETF
iShares Edge MSCI Intl Size Factor ETF
iShares Edge MSCI Intl Value Factor ETF
iShares Edge MSCI Min Vol EAFE ETF
iShares Edge MSCI Min Vol Europe ETF
iShares Edge MSCI Min Vol Japan ETF
iShares Edge MSCI Min Vol USA ETF
iShares Edge MSCI Min Vol USA Small-Cap ETF
iShares Edge MSCI Multifactor Global ETF
iShares Edge MSCI Multifactor Intl ETF
iShares Edge MSCI Multifactor Intl Small-Cap ETF
iShares Edge MSCI Multifactor USA ETF
iShares Edge MSCI Multifactor USA Mid-Cap ETF
iShares Edge MSCI Multifactor USA Small-Cap ETF
iShares Edge MSCI USA Momentum Factor ETF
iShares Edge MSCI USA Quality Factor ETF
iShares Edge MSCI USA Size Factor ETF
iShares Edge MSCI USA Value Factor ETF
iShares Edge U.S. Fixed Income Balanced Risk ETF
iShares Emerging Markets Infrastructure ETF
iShares ESG 1-5 Year USD Corporate Bond ETF
iShares ESG MSCI EAFE ETF
iShares ESG MSCI EM Leaders ETF
iShares ESG MSCI USA ETF
iShares ESG MSCI USA Leaders ETF
iShares ESG MSCI USA Small-Cap ETF
iShares ESG U.S. Aggregate Bond ETF
iShares ESG USD Corporate Bond ETF
iShares Europe Developed Real Estate ETF
iShares Europe ETF
iShares Expanded Tech Sector ETF
iShares Expanded Tech-Software Sector ETF
iShares Exponential Technologies ETF
iShares Factors US Growth Style ETF
iShares Factors US Value Style ETF
iShares Fallen Angels USD Bond ETF
iShares Floating Rate Bond ETF
iShares Focused Value Factor ETF
iShares Genomics Immunology and Healthcare ETF
iShares Global 100 ETF
iShares Global Clean Energy ETF
iShares Global Comm Services ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
Distribution Agreement
Exhibit A (continued)
Index Series
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Green Bond ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global REIT ETF
iShares Global Tech ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares GNMA Bond ETF
iShares Government/Credit Bond ETF
iShares High Yield High Beta ETF
iShares High Yield Low Beta ETF
iShares iBonds 2021 Term High Yield and Income ETF
iShares iBonds 2022 Term High Yield and Income ETF
iShares iBonds 2023 Term High Yield and Income ETF
iShares iBonds 2024 Term High Yield and Income ETF
iShares iBonds 2025 Term High Yield and Income ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2023 Term Muni Bond ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2024 Term Muni Bond ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Dec 2025 Term Muni Bond ETF
iShares iBonds Dec 2026 Term Corporate ETF
iShares iBonds Dec 2026 Term Muni Bond ETF
iShares iBonds Dec 2027 Term Corporate ETF
iShares iBonds Dec 2027 Term Muni Bond ETF
iShares iBonds Dec 2028 Term Corporate ETF
iShares iBonds Dec 2028 Term Muni Bond ETF
iShares iBonds Dec 2029 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF
iShares iBonds Sep 2020 Term Muni Bond ETF
iShares iBoxx $ High Yield Corporate Bond ETF
iShares iBoxx $ High Yield ex Oil & Gas Corporate Bond ETF
iShares iBoxx $ Investment Grade Corporate Bond ETF
iShares India 50 ETF
iShares Intermediate Government/Credit Bond ETF
iShares Intermediate-Term Corporate Bond ETF
iShares International Developed Property ETF
iShares International Developed Real Estate ETF
iShares International Dividend Growth ETF
iShares International Preferred Stock ETF
iShares International Select Dividend ETF
iShares International Treasury Bond ETF
Distribution Agreement
Exhibit A (continued)
Index Series
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares JPX-Nikkei 400 ETF
iShares Latin America 40 ETF
iShares Long-Term Corporate Bond ETF
iShares MBS ETF
iShares Micro-Cap ETF
iShares Morningstar Large-Cap ETF
iShares Morningstar Large-Cap Growth ETF
iShares Morningstar Large-Cap Value ETF
iShares Morningstar Mid-Cap ETF
iShares Morningstar Mid-Cap Growth ETF
iShares Morningstar Mid-Cap Value ETF
iShares Morningstar Multi-Asset Income ETF
iShares Morningstar Small-Cap ETF
iShares Morningstar Small-Cap Growth ETF
iShares Morningstar Small-Cap Value ETF
iShares Mortgage Real Estate ETF
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI ACWI Low Carbon Target ETF
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI Argentina and Global Exposure ETF
iShares MSCI Brazil Small-Cap ETF
iShares MSCI China A ETF
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Denmark ETF
iShares MSCI EAFE ETF
iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Small-Cap ETF
iShares MSCI EAFE Value ETF
iShares MSCI Europe Financials ETF
iShares MSCI Europe Small-Cap ETF
iShares MSCI Finland ETF
iShares MSCI Germany Small-Cap ETF
iShares MSCI Global Impact ETF
iShares MSCI India ETF
iShares MSCI India Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI Ireland ETF
iShares MSCI Japan Equal Weighted ETF
iShares MSCI Japan Value ETF
iShares MSCI KLD 400 Social ETF
iShares MSCI Kokusai ETF
iShares MSCI New Zealand ETF
iShares MSCI Norway ETF
iShares MSCI Peru ETF
iShares MSCI Philippines ETF
iShares MSCI Poland ETF
iShares MSCI Qatar ETF
iShares MSCI Saudi Arabia ETF
iShares MSCI UAE ETF
iShares MSCI United Kingdom ETF
iShares MSCI United Kingdom Small-Cap ETF
iShares MSCI USA ESG Select ETF
Distribution Agreement
Exhibit A (continued)
Index Series
iShares Nasdaq Biotechnology ETF
iShares National Muni Bond ETF
iShares New York Muni Bond ETF
iShares North American Natural Resources ETF
iShares North American Tech-Multimedia Networking ETF
iShares PHLX Semiconductor ETF
iShares Preferred and Income Securities ETF
iShares Residential Real Estate ETF
iShares Robotics and Artificial Intelligence Multisector ETF
iShares Russell 1000 ETF
iShares Russell 1000 Growth ETF
iShares Russell 1000 Pure U.S. Revenue ETF
iShares Russell 1000 Value ETF
iShares Russell 2000 ETF
iShares Russell 2000 Growth ETF
iShares Russell 2000 Value ETF
iShares Russell 2500 ETF
iShares Russell 3000 ETF
iShares Russell Mid-Cap ETF
iShares Russell Mid-Cap Growth ETF
iShares Russell Mid-Cap Value ETF
iShares Russell Top 200 ETF
iShares Russell Top 200 Growth ETF
iShares Russell Top 200 Value ETF
iShares S&P 100 ETF
iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF
iShares S&P Mid-Cap 400 Growth ETF
iShares S&P Mid-Cap 400 Value ETF
iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Value ETF
iShares Select Dividend ETF
iShares Self-Driving EV and Tech ETF
iShares Short-Term Corporate Bond ETF
iShares Short-Term National Muni Bond ETF
iShares Short Treasury Bond ETF
iShares TIPS Bond ETF
iShares Transportation Average ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Dividend and Buyback ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Infrastructure ETF
Distribution Agreement
Exhibit A (continued)
Index Series
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Tech Breakthrough Multisector ETF
iShares U.S. Telecommunications ETF
iShares U.S. Treasury Bond ETF
iShares U.S. Utilities ETF
iShares Yield Optimized Bond ETF
Amended and Approved by the Board of Trustees of iShares Trust on December 1-3, 2019.
Exhibit (h.2)
EXHIBIT A
LIST OF BFA RECIPIENTS
LIST OF BFA RECIPIENTS
iShares, Inc.
iShares Asia/Pacific Dividend ETF
iShares Core MSCI Emerging Markets ETF
iShares Currency Hedged MSCI Emerging Markets ETF
iShares Edge MSCI Min Vol Emerging Markets ETF
iShares Edge MSCI Min Vol Global ETF
iShares Edge MSCI Multifactor Emerging Markets ETF
iShares Emerging Markets Dividend ETF
iShares Emerging Markets High Yield Bond ETF
iShares ESG MSCI EM ETF
iShares International High Yield Bond ETF
iShares J.P. Morgan EM Corporate Bond ETF
iShares J.P. Morgan EM Local Currency Bond ETF
iShares MSCI Australia ETF
iShares MSCI Austria ETF
iShares MSCI Belgium ETF
iShares MSCI Brazil ETF
iShares MSCI BRIC ETF
iShares MSCI Canada ETF
iShares MSCI Chile ETF
iShares MSCI Colombia ETF
iShares MSCI Emerging Markets Asia ETF
iShares MSCI Emerging Markets ETF
iShares MSCI Emerging Markets ex China ETF
iShares MSCI Emerging Markets Small-Cap ETF
iShares MSCI Eurozone ETF
iShares MSCI France ETF
iShares MSCI Frontier 100 ETF
iShares MSCI Germany ETF
iShares MSCI Global Agriculture Producers ETF
iShares MSCI Global Energy Producers ETF
iShares MSCI Global Gold Miners ETF
iShares MSCI Global Metals & Mining Producers ETF
iShares MSCI Global Silver and Metals Miners ETF
iShares MSCI Hong Kong ETF
iShares MSCI Israel ETF
iShares MSCI Italy ETF
iShares MSCI Japan ETF
iShares MSCI Japan Small-Cap ETF
iShares MSCI Malaysia ETF
iShares MSCI Mexico ETF
iShares MSCI Netherlands ETF
iShares MSCI Pacific ex Japan ETF
iShares MSCI Russia ETF
iShares MSCI Singapore ETF
iShares MSCI South Africa ETF
iShares MSCI South Korea ETF
iShares MSCI Spain ETF
iShares MSCI Sweden ETF
iShares MSCI Switzerland ETF
iShares MSCI Taiwan ETF
iShares MSCI Thailand ETF
iShares MSCI Turkey ETF
iShares MSCI USA Equal Weighted ETF
iShares MSCI World ETF
iShares US & Intl High Yield Corp Bond ETF
iShares Trust
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 0-5 Year TIPS Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares 1-3 Year Treasury Bond ETF
iShares 3-7 Year Treasury Bond ETF
iShares 7-10 Year Treasury Bond ETF
iShares 10-20 Year Treasury Bond ETF
iShares 20+ Year Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares Adaptive Currency Hedged MSCI EAFE ETF
iShares Agency Bond ETF
iShares Asia 50 ETF
iShares Broad USD High Yield Corporate Bond ETF
iShares Broad USD Investment Grade Corporate Bond ETF
iShares California Muni Bond ETF
iShares China Large-Cap ETF
iShares CMBS ETF
iShares Cohen & Steers REIT ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core 5-10 Year USD Bond ETF
iShares Core 10+ Year USD Bond ETF
iShares Core Aggressive Allocation ETF
iShares Core Conservative Allocation ETF
iShares Core Dividend Growth ETF
iShares Core Growth Allocation ETF
iShares Core High Dividend ETF
iShares Core International Aggregate Bond ETF
iShares Core Moderate Allocation ETF
iShares Core MSCI EAFE ETF
iShares Core MSCI Europe ETF
iShares Core MSCI International Developed Markets ETF
iShares Core MSCI Pacific ETF
iShares Core MSCI Total International Stock ETF
iShares Core S&P 500 ETF
iShares Core S&P Mid-Cap ETF
iShares Core S&P Small-Cap ETF
iShares Core S&P Total U.S. Stock Market ETF
iShares Core S&P U.S. Growth ETF
iShares Core S&P U.S. Value ETF
iShares Core Total USD Bond Market ETF
iShares Core U.S. Aggregate Bond ETF
iShares Core U.S. REIT ETF
iShares Currency Hedged JPX-Nikkei 400 ETF
iShares Currency Hedged MSCI ACWI ex U.S. ETF
iShares Currency Hedged MSCI Australia ETF
iShares Currency Hedged MSCI Canada ETF
iShares Currency Hedged MSCI EAFE ETF
iShares Currency Hedged MSCI EAFE Small-Cap ETF
iShares Currency Hedged MSCI Eurozone ETF
iShares Currency Hedged MSCI Germany ETF
iShares Currency Hedged MSCI Italy ETF
iShares Currency Hedged MSCI Japan ETF
iShares Currency Hedged MSCI Mexico ETF
iShares Currency Hedged MSCI South Korea ETF
iShares Currency Hedged MSCI Spain ETF
iShares Currency Hedged MSCI Switzerland ETF
iShares Currency Hedged MSCI United Kingdom ETF
iShares Cybersecurity and Tech ETF
iShares Dow Jones U.S. ETF
iShares Edge High Yield Defensive Bond ETF
iShares Edge Investment Grade Enhanced Bond ETF
iShares Edge MSCI Intl Momentum Factor ETF
iShares Edge MSCI Intl Quality Factor ETF
iShares Edge MSCI Intl Size Factor ETF
iShares Edge MSCI Intl Value Factor ETF
iShares Edge MSCI Min Vol EAFE ETF
iShares Edge MSCI Min Vol Europe ETF
iShares Edge MSCI Min Vol Japan ETF
iShares Edge MSCI Min Vol USA ETF
iShares Edge MSCI Min Vol USA Small-Cap ETF
iShares Edge MSCI Multifactor Global ETF
iShares Edge MSCI Multifactor Intl ETF
iShares Edge MSCI Multifactor Intl Small-Cap ETF
iShares Edge MSCI Multifactor USA ETF
iShares Edge MSCI Multifactor USA Mid-Cap ETF
iShares Edge MSCI Multifactor USA Small-Cap ETF
iShares Edge MSCI USA Momentum Factor ETF
iShares Edge MSCI USA Quality Factor ETF
iShares Edge MSCI USA Size Factor ETF
iShares Edge MSCI USA Value Factor ETF
iShares Edge U.S. Fixed Income Balanced Risk ETF
iShares Emerging Markets Infrastructure ETF
iShares ESG 1-5 Year USD Corporate Bond ETF
iShares ESG MSCI EAFE ETF
iShares ESG MSCI EM Leaders ETF
iShares ESG MSCI USA ETF
iShares ESG MSCI USA Leaders ETF
iShares ESG MSCI USA Small-Cap ETF
iShares ESG U.S. Aggregate Bond ETF
iShares ESG USD Corporate Bond ETF
iShares Europe Developed Real Estate ETF
iShares Europe ETF
iShares Expanded Tech Sector ETF
iShares Expanded Tech-Software Sector ETF
iShares Exponential Technologies ETF
iShares Factors US Growth Style ETF
iShares Factors US Value Style ETF
iShares Fallen Angels USD Bond ETF
iShares Floating Rate Bond ETF
iShares Focused Value Factor ETF
iShares Genomics Immunology and Healthcare ETF
iShares Global 100 ETF
iShares Global Clean Energy ETF
iShares Global Comm Services ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Green Bond ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global REIT ETF
iShares Global Tech ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares GNMA Bond ETF
iShares Government/Credit Bond ETF
iShares High Yield High Beta ETF
iShares High Yield Low Beta ETF
iShares iBonds 2021 Term High Yield and Income ETF
iShares iBonds 2022 Term High Yield and Income ETF
iShares iBonds 2023 Term High Yield and Income ETF
iShares iBonds 2024 Term High Yield and Income ETF
iShares iBonds 2025 Term High Yield and Income ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2023 Term Muni Bond ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2024 Term Muni Bond ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Dec 2025 Term Muni Bond ETF
iShares iBonds Dec 2026 Term Corporate ETF
iShares iBonds Dec 2026 Term Muni Bond ETF
iShares iBonds Dec 2027 Term Corporate ETF
iShares iBonds Dec 2027 Term Muni Bond ETF
iShares iBonds Dec 2028 Term Corporate ETF
iShares iBonds Dec 2028 Term Muni Bond ETF
iShares iBonds Dec 2029 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF
iShares iBonds Sep 2020 Term Muni Bond ETF
iShares iBoxx $ High Yield Corporate Bond ETF
iShares iBoxx $ High Yield ex Oil & Gas Corporate Bond ETF
iShares iBoxx $ Investment Grade Corporate Bond ETF
iShares India 50 ETF
iShares Intermediate Government/Credit Bond ETF
iShares Intermediate-Term Corporate Bond ETF
iShares International Developed Property ETF
iShares International Developed Real Estate ETF
iShares International Dividend Growth ETF
iShares International Preferred Stock ETF
iShares International Select Dividend ETF
iShares International Treasury Bond ETF
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares JPX-Nikkei 400 ETF
iShares Latin America 40 ETF
iShares Long-Term Corporate Bond ETF
iShares MBS ETF
iShares Micro-Cap ETF
iShares Morningstar Large-Cap ETF
iShares Morningstar Large-Cap Growth ETF
iShares Morningstar Large-Cap Value ETF
iShares Morningstar Mid-Cap ETF
iShares Morningstar Mid-Cap Growth ETF
iShares Morningstar Mid-Cap Value ETF
iShares Morningstar Multi-Asset Income ETF
iShares Morningstar Small-Cap ETF
iShares Morningstar Small-Cap Growth ETF
iShares Morningstar Small-Cap Value ETF
iShares Mortgage Real Estate ETF
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI ACWI Low Carbon Target ETF
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI Argentina and Global Exposure ETF
iShares MSCI Brazil Small-Cap ETF
iShares MSCI China A ETF
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Denmark ETF
iShares MSCI EAFE ETF
iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Small-Cap ETF
iShares MSCI EAFE Value ETF
iShares MSCI Europe Financials ETF
iShares MSCI Europe Small-Cap ETF
iShares MSCI Finland ETF
iShares MSCI Germany Small-Cap ETF
iShares MSCI Global Impact ETF
iShares MSCI India ETF
iShares MSCI India Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI Ireland ETF
iShares MSCI Japan Equal Weighted ETF
iShares MSCI Japan Value ETF
iShares MSCI KLD 400 Social ETF
iShares MSCI Kokusai ETF
iShares MSCI New Zealand ETF
iShares MSCI Norway ETF
iShares MSCI Peru ETF
iShares MSCI Philippines ETF
iShares MSCI Poland ETF
iShares MSCI Qatar ETF
iShares MSCI Saudi Arabia ETF
iShares MSCI UAE ETF
iShares MSCI United Kingdom ETF
iShares MSCI United Kingdom Small-Cap ETF
iShares MSCI USA ESG Select ETF
iShares Nasdaq Biotechnology ETF
iShares National Muni Bond ETF
iShares New York Muni Bond ETF
iShares North American Natural Resources ETF
iShares North American Tech-Multimedia Networking ETF
iShares PHLX Semiconductor ETF
iShares Preferred and Income Securities ETF
iShares Residential Real Estate ETF
iShares Robotics and Artificial Intelligence Multisector ETF
iShares Russell 1000 ETF
iShares Russell 1000 Growth ETF
iShares Russell 1000 Pure U.S. Revenue ETF
iShares Russell 1000 Value ETF
iShares Russell 2000 ETF
iShares Russell 2000 Growth ETF
iShares Russell 2000 Value ETF
iShares Russell 2500 ETF
iShares Russell 3000 ETF
iShares Russell Mid-Cap ETF
iShares Russell Mid-Cap Growth ETF
iShares Russell Mid-Cap Value ETF
iShares Russell Top 200 ETF
iShares Russell Top 200 Growth ETF
iShares Russell Top 200 Value ETF
iShares S&P 100 ETF
iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF
iShares S&P Mid-Cap 400 Growth ETF
iShares S&P Mid-Cap 400 Value ETF
iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Value ETF
iShares Select Dividend ETF
iShares Self-Driving EV and Tech ETF
iShares Short-Term Corporate Bond ETF
iShares Short-Term National Muni Bond ETF
iShares Short Treasury Bond ETF
iShares TIPS Bond ETF
iShares Transportation Average ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Dividend and Buyback ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Infrastructure ETF
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Tech Breakthrough Multisector ETF
iShares U.S. Telecommunications ETF
iShares U.S. Treasury Bond ETF
iShares U.S. Utilities ETF
iShares Yield Optimized Bond ETF
iShares U.S. ETF Trust
iShares Bloomberg Roll Select Commodity Strategy ETF
iShares Commodities Select Strategy ETF
iShares Evolved U.S. Consumer Staples ETF
iShares Evolved U.S. Discretionary Spending ETF
iShares Evolved U.S. Financials ETF
iShares Evolved U.S. Healthcare Staples ETF
iShares Evolved U.S. Innovative Healthcare ETF
iShares Evolved U.S. Media and Entertainment ETF
iShares Evolved U.S. Technology ETF
iShares Gold Strategy ETF
iShares Inflation Hedged Corporate Bond ETF
iShares Interest Rate Hedged Corporate Bond ETF
iShares Interest Rate Hedged Emerging Markets Bond ETF
iShares Interest Rate Hedged High Yield Bond ETF
iShares Interest Rate Hedged Long-Term Corporate Bond ETF
iShares Short Maturity Bond ETF
iShares Short Maturity Municipal Bond ETF
iShares Ultra Short-Term Bond ETF
Exhibit (h.5)
Execution Version
THIRD AMENDED AND RESTATED
SECURITIES LENDING AGENCY AGREEMENT
AGREEMENT, dated as of January 1, 2020, between iShares, Inc., a Maryland corporation, iShares U.S. ETF Company, Inc., a Maryland corporation, iShares U.S. ETF Trust, a Delaware statutory trust, and iShares Trust, a Delaware statutory trust (each singly and together, the “Company”), each acting on behalf of the funds listed on Schedule A hereto and any future series or portfolio of the Company (each, a “Fund” and collectively, the “Funds”), and BlackRock Institutional Trust Company, N.A., a national banking association (“BTC”) and its successors.
WHEREAS, the Company is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, BTC acts as the agent for the Company and its corresponding Funds for the purpose of lending Securities (as defined below) in the Accounts (as defined below) pursuant to a Second Amended and Restated Securities Lending Agency Agreement dated as of January 1, 2019; and
WHEREAS, the parties to this Agreement desire to amend and restate such agreement on the terms set forth herein;
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
| 1. |
Definitions. |
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meaning assigned to them in the applicable Securities Lending Agreement.
1.1 “Account” shall mean an account maintained under the supervision of the applicable Fund’s custodian or any sub-custodian on behalf of such Fund.
1.2 “Approved Investment” shall mean any type of investment permitted for Cash Collateral under the Securities Lending Guidelines.
1.3 “Authorized Person” shall mean any officer of the Company and any other person, whether or not any such person is an officer or employee of the Company, duly authorized by resolutions of the Company to give Oral Instructions and/or Written Instructions on behalf of the Company, such persons to be designated in a Certificate which contains a specimen signature of such person.
1.4 “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering Government Securities (as defined herein), its successors or equivalent and nominees.
1.5 “Borrower” shall mean any entity which is permitted to borrow Securities from the Company pursuant to then applicable law, regulation, and/or interpretation and pursuant to the Securities Lending Guidelines, and which has a valid Securities Lending Agreement in place with BTC.
1.6 “Business Day” shall mean, with respect to a Fund for which Securities loans are outstanding pursuant to this Agreement, a day on which both such Fund and BTC are open for business.
1.7 “Cash Collateral” shall mean either Fed funds or New York Clearing House funds or their equivalent if denominated in U.S. dollars, or the equivalent if the Cash Collateral is denominated in a currency other than U.S. dollars, as applicable for a particular loan of Securities.
1.8 “Cash Management Costs” shall mean the expenses incurred in connection with the management and investment of a Fund’s Cash Collateral, including fees and expenses payable to BTC, BlackRock Fund Advisors (“BFA”) or any other affiliate of BTC (or its successors) as a result of the investment of Cash Collateral in any joint account, fund or similar vehicle.
1.9 “Certificate” shall mean any notice, instruction, schedule or other instrument in writing, authorized or required by this Agreement to be given to BTC, which is actually received by BTC and signed on behalf of the Company by an Authorized Person or a person reasonably believed by BTC to be an Authorized Person.
1.10 “Collateral” shall mean Cash Collateral and Non-Cash Collateral, as applicable,.
1.11 “Collateral Account” shall mean an account established and maintained by the Custodian for the purpose of holding Collateral, which in the case of Non-Cash Collateral may be an Account or other account established for the purpose of holding Non-Cash Collateral. A Collateral Account may include a joint account as permitted by the Securities Lending Guidelines.
1.12 “Custodian” shall mean State Street Bank and Trust Company, a trust company organized and existing under the laws of the Commonwealth of Massachusetts, or such other company that may from time to time be retained as custodian by the Company with respect to one or more Funds.
1.13 “Depository” shall mean the Depository Trust Company, Euroclear, and any other securities depository, sub-depository or clearing agency (and their respective successors and nominees) authorized under applicable law or regulation to act as a securities depository, sub-depository or clearing agency, including any foreign securities depository or sub-depository for the Company.
1.14 “Distributions” means interest, dividends and other payments and distributions, including non-cash distributions, received with respect to Collateral and Approved Investments.
- 2 -
1.15 “Government Security” shall mean book-entry Treasury securities (as defined in Subpart 0 of Treasury Department Circular No. 300, 31 C.F.R. 306) and any other securities issued or guaranteed by the United States government or any agency or instrumentality of the United States government.
1.16 “Lending Complex” shall mean the Funds as defined in the preamble to this Agreement.
1.17 “Lending Income” and “2017/2018 Lending Income” have the meanings set forth in Section 5.6(a)(i) of this Agreement.
1.18 “Letter of Credit” shall mean an unconditional and irrevocable letter of credit in favor of BTC as agent for a Fund issued by a bank other than the Borrower, the creditworthiness of which has been deemed to be acceptable by BTC and which meets any applicable requirements in the Securities Lending Guidelines.
1.19 “Non-Cash Collateral” means Government Securities and Letters of Credit, plus such other non-cash collateral as may be then permitted by applicable law, regulation and/or interpretation, and the Securities Lending Guidelines.
1.20 “Oral Instructions” shall mean verbal instructions actually received by BTC from an Authorized Person or from a person reasonably believed by BTC to be an Authorized Person.
1.21 “Rebate” shall mean the amount payable by a Fund to a Borrower in connection with Securities loans at any time collateralized by Cash Collateral.
1.22 “Securities Lending Agreement” shall mean with respect to any Borrower, the agreement pursuant to which BTC lends securities on behalf of its customers (including the Funds) to such Borrower, as amended from time to time, which agreement shall meet any applicable requirements in the Securities Lending Guidelines. The Securities Lending Agreement may be in the form of a master agreement covering a series of Securities lending transactions from multiple lenders, including the Company.
1.23 “Securities Lending Guidelines” shall mean guidelines governing the Company’s Securities lending program adopted by the Company and provided to BTC from time to time. The Securities Lending Guidelines may address any aspect of the Company’s Securities lending program, including without limitation the kinds of Securities that may be lent, permissible forms of Collateral, permissible Approved Investments, the selection of Borrowers, and regular reporting to the Company.
1.24 “Securities Loan Fee” shall mean the amount payable by a Borrower to BTC, as agent for the Funds, pursuant to the applicable Securities Lending Agreement in connection with Securities loans, if any, collateralized by Non-Cash Collateral.
1.25 “Security” shall mean any Government Securities, non-U.S. securities, U.S. common stock and other equity securities, bonds, debentures, corporate debt securities, notes, mortgages, other obligations and financial assets, and any certificates, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, which are available for lending pursuant to Section 2.2 of this Agreement.
- 3 -
1.26 “Written Instructions” shall mean written communications actually received by BTC from an Authorized Person or from a person reasonably believed by BTC to be an Authorized Person by letter, memorandum, telecopy facsimile, computer, video (CRT) terminal or other on-line system, or any other method whereby BTC is able to verify with a reasonable degree of certainty the identity of the sender.
| 2. |
Appointment; Scope of Agency Authority. |
2.1 Appointment. The Company, on behalf of each Fund, hereby appoints BTC as its agent to lend Securities in the Accounts to Borrowers from time to time as hereinafter set forth, and BTC hereby accepts appointment as such agent and agrees to so act.
2.2 Securities Subject to Lending. Unless the Company provides BTC with Written Instructions to the contrary or otherwise agreed by the Company and BTC, all Securities maintained in the Accounts shall be available for lending pursuant to this Agreement.
| 2.3 |
Securities Lending Agreement. |
(a) Attached hereto as Exhibit A are the standard forms of Securities Lending Agreements in effect between BTC and the Borrowers as of the date hereof. BTC shall provide the Company with any proposed material amendments or changes, and notify the Company of any such amendments or changes, to any form of Securities Lending Agreement to be used prior to their effectiveness. The Company may elect, without penalty, to terminate any Borrower if it opposes the change.
(b) BTC is hereby authorized to lend Securities in the Accounts to Borrowers pursuant to the Securities Lending Agreements, this Agreement and the Securities Lending Guidelines.
2.4 Loan Opportunities. The Company on behalf of each Fund acknowledges and agrees that BTC shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BTC based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BTC has made fewer or more loans for any other customer than for a Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.
2.5 Use of Book-Entry System and Depositories. The Company on behalf of each Fund hereby authorizes BTC on a continuous and on-going basis, to deposit in the Book-Entry System and any Depositories all Securities eligible for deposit therein and to utilize the Book-Entry System and Depositories to the extent possible in connection with its receipt and delivery of Securities, Collateral, Approved Investments and monies under this Agreement. Where Securities, Non-Cash Collateral and Approved Investments eligible for deposit in the Book-Entry System or a Depository are transferred to the applicable Account or Collateral Account, BTC
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shall identify or cause to be identified as belonging to the applicable Fund a quantity of Securities in a fungible bulk of Securities shown on BTC’s account on the books of the Book-Entry System or the applicable Depository. Securities, Collateral and Approved Investments deposited in the Book-Entry System or a Depository will be commingled in accounts which include assets held by BTC for customers, including but not limited to accounts in which BTC acts in a fiduciary or agency capacity, as well as assets held by or on behalf of other clients or participants of the Book-Entry System or Depository.
2.6 Use of Third-Party Service Providers. The Company on behalf of each Fund hereby acknowledges and agrees that BTC may utilize third-party service providers to perform or analyze the functions described herein, including service providers in which BTC may have an ownership interest. As permitted by Section 5.8 below, these services may require the transmission, use or sharing of data created in Securities lending transactions involving the Funds. BTC shall bear the cost of any such service providers out of its portion of the proceeds from Securities lending.
2.7 Further Action. The Company authorizes and empowers BTC to execute in the Company’s name all agreements and documents as may be necessary or appropriate in BTC’s judgment to carry out the purposes of this Agreement.
| 3. |
Representations and Warranties. |
3.1 Company’s Representations. The Company hereby represents and warrants to BTC, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:
(a) this Agreement and the Securities Lending Guidelines have been approved by the Board of Trustees or Board of Directors of the Company (as applicable); this Agreement is, and, if properly entered into under the terms of this Agreement and the Securities Lending Guidelines, each Securities loan and Approved Investment will be, legally and validly entered into by the Company on behalf of each Fund, does not, and will not, violate any statute, regulation, rule, order or judgment binding on the Fund, or any provision of the Company’s charter or by-laws, or any agreement binding on the Company or affecting its property, and is enforceable against the Company and each Fund in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally;
(b) the person executing this Agreement and all Authorized Persons acting on behalf of the Company or any Fund has and have been duly and properly authorized to do so;
(c) each Fund is lending Securities as principal for its own account and it will not transfer, assign or encumber its interest in, or rights with respect to, any Securities loans; and
(d) all Securities available for lending pursuant to this Agreement are free and clear of all liens, claims, security interests and encumbrances that would preclude their being lent as contemplated by this Agreement. The Company shall promptly notify BTC in the manner agreed between the parties from time to time when any Securities are no longer subject to the representations contained in this sub-paragraph (d).
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3.2 BTC’s Representations. BTC hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:
(a) this Agreement is legally and validly entered into by BTC, does not and will not, violate any statute, regulation, rule, order or, judgment binding on BTC, or any provision of BTC’s charter or by-laws, or any agreement binding on BTC or affecting its property, and is enforceable against BTC in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally;
(b) both the person or persons executing this Agreement on behalf of BTC and all persons acting on BTC’s behalf pursuant to this Agreement have been duly and properly authorized to do so; and
(c) it will comply with all laws, rules and regulations, including without limitation the conditions of any exemptive orders granted to the Company by the Securities and Exchange Commission with respect to securities lending transactions, if required, applicable to the Securities lending transactions contemplated by this Agreement.
| 4. |
Securities Lending Transactions. |
4.1 Compliance with Securities Lending Guidelines. BTC hereby acknowledges receipt of the current Securities Lending Guidelines. The Company shall promptly notify BTC of any changes to the Securities Lending Guidelines. BTC acknowledges and agrees that it shall only lend Securities on behalf of the Funds in accordance with the conditions of the Securities Lending Guidelines applicable to the Funds’ lending agent.
4.2 Loan Initiation. From time to time BTC may lend Securities to Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines. If instructed by the Company in writing, BTC shall refrain from lending a particular Security or from making loans to a particular Borrower.
| 4.3 |
Receipt of Collateral; Approved Investments. |
(a) With respect to any Securities loan entered into on behalf of a Fund, BTC shall require that the Borrower deliver and maintain Collateral that is equal at all times during the term of the loan to at least the market value of the Securities loaned and any accrued interest thereon. If Cash Collateral is received, BTC is hereby authorized and directed, without obtaining any further approval from the Fund, to invest and reinvest all or substantially all of the Cash Collateral received in any Approved Investments, including in the name of and on behalf of the Fund to redeem, withdraw or sell the same, and to receive distributions in the name of and on behalf of the Fund in accordance with the Securities Lending Guidelines. The Company hereby agrees to execute all necessary documents and take all necessary actions reasonably requested by BTC in order to permit BTC to so act with regard to Approved Investments. BTC shall instruct the Custodian to credit all Collateral, Approved Investments and Distributions received with respect to Collateral and Approved Investments to the applicable Collateral Account or Account, as the case may be, and mark its books and records to identify the Fund’s ownership thereof as appropriate.
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(b) All Approved Investments shall be for the account and risk of the Fund. To the extent any loss arising out of Approved Investments results in a deficiency in the amount of Collateral available for return to a Borrower pursuant to the Securities Lending Agreement, the Fund agrees to pay BTC on demand cash in an amount equal to such deficiency.
(c) Except as otherwise provided herein, all Collateral, Approved Investments and Distributions credited to the applicable Collateral Account or Account, as the case may be, shall be controlled by, and subject only to the instructions of, BTC, and BTC shall not be required to comply with any instructions of the Company with respect to the same.
4.4 Distributions on Loaned Securities. Except as provided in the next sentence, all amounts received from the Borrower equivalent to all interest, dividends, and other distributions which the owner of the loaned Securities is entitled to receive shall be credited to the Fund’s Account on the date such amounts are delivered by the Borrower to the Custodian. Any non-cash distribution on loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable loan (and shall be considered to constitute loaned Securities) as of the date such non-cash distribution is declared payable whether or not it has been received by the Borrower, provided that any such addition shall be conditional upon the actual receipt of such non-cash distribution and may be reversed by the Custodian to the extent that such non-cash distribution is not received.
4.5 Mark to Market. BTC shall on each Business Day mark to market in U.S. dollars the value of all Collateral (other than Cash Collateral) and Securities loaned hereunder and accordingly receive and release Collateral in accordance with the applicable Securities Lending Agreement.
4.6 Collateral Substitutions. BTC may accept substitutions of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines and shall credit all such substitutions to the Collateral Account; provided, however, that unless other Collateral has been mutually agreed upon in writing by BTC and the Fund (including by means of the Securities Lending Guidelines), no other Collateral may be substituted for Cash Collateral.
4.7 Termination of Loans. In addition to BTC’s authority to terminate a loan of Securities pursuant to the terms of the applicable Securities Lending Agreement as described in Section 2.4 above, BTC shall terminate any Securities loan to a Borrower in accordance with the applicable Securities Lending Agreement promptly:
(a) upon receipt by BTC of Oral Instructions or Written Instructions instructing it to terminate a Securities loan; provided that the Company may require that each Security must be returned to the Fund by no later than the date which is the standard settlement date for trades of such Security entered into on the date such Oral Instruction or Written Instruction is received by BTC;
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(b) upon receipt by BTC of Oral Instructions or Written Instructions pursuant to the Securities Lending Guidelines to no longer lend to a particular Borrower;
(c) upon receipt of written notice from the Company terminating this Agreement with respect to one or more Funds in accordance with Section 6; or
(d) as contemplated by the Securities Lending Guidelines.
4.8 Securities Loan Fee. BTC shall receive, hold and administer any applicable Securities Loan Fee paid by any Borrower pursuant to a Securities Lending Agreement and credit all such amounts received to the applicable Account of the lending Fund.
4.9 Borrower’s Financial Condition. BTC has delivered to BFA, the investment adviser to the Funds, each Borrower’s most recent statements required to be furnished to customers by Rule 17a-5(c) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other documents as may be required, as have been made available to BTC pursuant to the Securities Lending Agreements. BTC shall promptly deliver to any investment adviser for the Funds all statements and financial information subsequently delivered to BTC and required to be furnished to BTC under the Securities Lending Agreements.
4.10 Transfer Taxes and Necessary Costs. All transfer taxes and necessary costs with respect to the transfer of the loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the loan shall be paid by the Borrower in accordance with the applicable Securities Lending Agreement.
4.11 BTC’s Obligation. Except as specifically set forth herein, or in any applicable Securities Lending Agreement, BTC shall have no duty or obligation to take action to effect payment by a Borrower of any amounts owed by such Borrower pursuant to the Securities Lending Agreement.
4.12 Loans to Affiliated Borrowers. The Company and BTC have obtained an exemptive order from the Securities and Exchange Commission that permits BTC to lend Securities on behalf of the Funds to Affiliated Borrowers, provided that such loans are made in accordance with the conditions and procedures outlined in the exemptive order. BTC shall only make loans to Affiliated Borrowers in accordance with such conditions and procedures, as they may be amended from time to time, and only so long as they remain applicable, and in accordance with the Securities Lending Guidelines.
| 5. |
Concerning BTC. |
| 5.1 |
Standard of Care: Indemnification. |
(a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the Fund. BTC shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees) incurred by the Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of this Agreement or BTC’s negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder.
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Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.
(b) The Company 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 BTC’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTC’s 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.
(c) BTC shall indemnify and hold harmless the Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, 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, bad faith 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 BTC’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
(d) Prior to lending on behalf of any Fund, BTC shall have obtained a Guaranty and Indemnity from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or Funds. Upon the termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a guaranty from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, pursuant to which the guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guaranty and Indemnity by BlackRock, Inc. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is not a party.
5.2 No Obligation to Inquire. Without limiting the generality of the foregoing, BTC shall be under no obligation to inquire into, and shall not be liable for, the validity of the issue of any Securities or Approved Investments credited to any Account or Collateral Account.
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5.3 Advice of Counsel. BTC may, with respect to questions of law, apply for and obtain the advice and opinion of counsel which may be counsel to the Company, provided that the foregoing shall not be deemed to be a waiver by the Company of any conflict of such counsel.
5.4 No Collection Obligations. BTC shall be under no obligation or duty to take action to effect collection from the issuer of any amounts payable in respect of Securities or Approved Investments if the issuer of such Securities or Approved Investments is in default, or if payment is refused after due demand and presentation.
5.5 Pricing Methods. BTC is authorized to utilize any recognized pricing information service or any other means of valuation specified in the applicable Securities Lending Agreement (“Pricing Methods”) in order to perform its valuation responsibilities with respect to loaned Securities, Collateral and Approved Investments, and the Fund agrees to hold BTC harmless from and against any loss or damage suffered or incurred as a result of errors or omissions of any such Pricing Methods.
| 5.6 |
BTC’s Fee as Securities Lending Agent, etc. |
(a) (i) In the case of a Fund identified as a “Fund of Funds” in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(a)(ii) and 5.6(f), pay to BTC a percentage (the “BTC Fund of Funds Fee Percentage”) of Lending Income (as defined herein). As used herein, “Lending Income” means (A) amounts earned from securities lending activities (for the avoidance of doubt, prior to payment of compensation to BTC), consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees paid by the Borrowers after deducting (B) the sum of (x) any Rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) applicable Cash Management Costs, if any. BTC has agreed to cap Cash Management Costs on an annualized basis to 0.04% of the daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Company, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. The BTC Fund of Funds Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2020, the BTC Fund of Funds Fee Percentage is eighteen percent (18%); provided, however, that if at any point during a calendar year, the sum of the (A) Lending Income earned by a Fund and the other Funds in the Lending Complex from the lending of their securities plus (B) aggregate Cash Management Costs paid by the Fund and the other Funds in the Lending Complex (collectively, the “Aggregate Lending Income and Cash Management Costs”), exceeds $582,950,000 (“2017/2018 Lending Income”), from the next Business Day after the date that the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income until December 31 of such calendar year, the BTC Fund of Funds Fee Percentage shall be reduced to fifteen percent (15%).
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(ii) Notwithstanding the provisions of Section 5.6(a)(i), for any Fund that has been identified as a Fund of Funds, if the fee calculated pursuant to such Section 5.6(a)(i) would result in an effective fee split for the Fund of less than seventy percent (70%) of the sum of the relevant Fund’s Lending Income and the applicable Cash Management Costs for any day (the “Fund of Funds Effective Fee Split Floor”), then BTC’s fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the Fund of Funds Effective Fee Split Floor.
(b) (i) In the case of a Fund identified as a “US Equity Fund” in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(b)(ii) and 5.6(f), pay to BTC a percentage (the “BTC US Equity Fee Percentage”) of the Lending Income. BTC has agreed to cap Cash Management Costs on an annualized basis to 0.04% of the daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Company, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. The BTC US Equity Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2020, the BTC US Equity Fee Percentage is twenty five percent (25%); provided, however, that if at any point during a calendar year, the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income, from the next Business Day after the date that the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income until December 31 of such calendar year, the BTC US Equity Fee Percentage shall be reduced to twenty percent (20%).
(ii) Notwithstanding the provisions of Section 5.6(b)(i), for any Fund that has been identified as a US Equity Fund, if the fee calculated pursuant to such Section 5.6(b)(i) would result in an effective fee split for the Fund of less than seventy percent (70%) of the sum of the relevant Fund’s Lending Income and the applicable Cash Management Costs for any day (the “US Equity Effective Fee Split Floor”), then BTC’s fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the US Equity Effective Fee Split Floor.
(c) (i) In the case of a Fund identified as an “International Equity Fund” in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(c)(ii) and 5.6(f), pay to BTC a percentage (the “BTC International Equity Fee Percentage”) of the Lending Income. BTC has agreed to cap Cash Management Costs on an annualized basis to 0.04% of the daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Trust, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. The BTC International Equity Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2020, the BTC International Equity Fee Percentage is eighteen percent (18%); provided, however, if at any point during a calendar year, the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income, from the next Business Day after the date that the Aggregate
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Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income until December 31 of such calendar year, the BTC International Equity Fee Percentage shall be reduced to fifteen percent (15%).
(ii) Notwithstanding the provisions of Section 5.6(c)(i), for any Fund that has been identified as an International Equity Fund, if the fee calculated pursuant to such Section 5.6(c)(i) would result in an effective fee split for the Fund of less than seventy percent (70%) of the sum of the relevant Fund’s Lending Income and the applicable Cash Management Costs for any day (the “International Equity Effective Fee Split Floor”), then BTC’s fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the International Equity Effective Fee Split Floor.
(d) (i) In the case of a Fund identified as a “Fixed Income Fund” in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(d)(ii) and 5.6(f), pay to BTC a percentage (the “BTC Fixed Income Fee Percentage”) of the Lending Income. BTC has agreed to cap Cash Management Costs on an annualized basis to 0.04% of the daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Trust, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. The BTC Fixed Income Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2020, the BTC Fixed Income Fee Percentage is eighteen (18%); provided, however, that if at any point during a calendar year, the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income, from the next Business Day after the date that the Aggregate Lending Income and Cash Management Costs exceeds the 2017/2018 Lending Income until December 31 of such calendar year, the BTC Fixed Income Fee Percentage shall be reduced to fifteen percent (15%).
(ii) Notwithstanding the provisions of Section 5.6(d)(i), for any Fund that has been identified as a Fixed Income Fund, if the fee calculated pursuant to such Section 5.6(d)(i) would result in an effective fee split for the Fund of less than seventy percent (70%) of the sum of the relevant Fund’s Lending Income and the applicable Cash Management Costs for any day (“Fixed Income Effective Fee Split Floor”), then BTC’s fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the Fixed Income Effective Fee Split Floor.
(e) BTC is authorized on a monthly basis to charge the fee owed to it by a Fund under this Section 5.6 against the applicable Account. Such fee shall be charged and paid at the end of each month. Subject to Section 5.6(f), BTC shall simultaneously therewith direct the Custodian to pay to the applicable Fund the net amount earned from Securities lending activities, as described in Sections 5.6(a)(i) through 5.6(d)(ii), that is not paid to BTC as its fee.
(f) BTC shall be responsible for all transaction fees and all other operational costs relating to Securities lending activities, other than Cash Management Costs to the extent borne by the Fund as provided in Sections 5.6(a), 5.6(b), 5.6(c) and 5.6(d) above, as applicable, and extraordinary expenses (e.g., litigation and indemnification expenses), each to be borne by the respective Fund.
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5.7 Reliance on Certificates and Instructions. The Company agrees to furnish to BTC a new Certificate whenever any then Authorized Person ceases to be an Authorized Person or additional Authorized Persons are appointed and authorized. BTC shall be entitled to rely, and shall be fully protected in acting, upon any Certificate, any information contained on any schedule hereto as may be amended in accordance with the terms hereof, and any Written or Oral Instruction actually received by BTC and reasonably believed by BTC to be duly authorized and delivered. The Company agrees to forward to BTC Written Instructions confirming Oral Instructions in such manner so that such Written Instructions are received by BTC by the close of business of the same day that such Oral Instructions are given to BTC. The Company agrees that the fact that such confirming Written Instructions are not received on a timely basis or that contrary instructions are received by BTC shall in no way affect the validity or enforceability of the transactions authorized by the Company. BTC shall use reasonable efforts to report any subsequently received contrary instructions. In this regard, the records of BTC shall be presumed to reflect accurately any Oral Instructions given by an Authorized Person or a person reasonably believed by BTC to be an Authorized Person.
5.8 Disclosure of Information. BTC may not disclose or supply any information regarding the Company or Fund unless required by any law or governmental regulation now or hereafter in effect or requested to do so by Company; provided that BTC may disclose or supply information regarding the Company and/or Fund and any transactions authorized by this Agreement as necessary in the sole discretion of BTC in order to facilitate, effect or continue any Securities loans hereunder or to assist in the analysis of the performance of the Securities lending program.
5.9 Reports. BTC shall furnish the Company and the Fund with reports relating to loans hereunder and other information requested by the Company and shall provide such reports to the Company’s Board of Trustees or Board of Directors (as applicable) upon request or as may be required by the Securities Lending Guidelines.
5.10 Force Majeure. Notwithstanding anything to the contrary in this Agreement, in no event shall a party to this Agreement be liable to the other party or any third party for losses resulting from (i) any acts of God, fires, floods, or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, terrorist activity, or insurrection, or (ii) other happenings or events beyond the reasonable control or anticipation of the party affected, provided that (A) the affected party has in place appropriate business continuity procedures, systems and facilities and (B) the affected party uses its best efforts to avoid or remove the cause of such losses.
5.11 No Implied Duties.
(a) BTC shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and in the applicable Securities Lending Agreement, and no covenant or obligation shall be implied against BTC in connection with this Agreement.
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(b) Neither the Company nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Company or any Fund in connection with this Agreement.
(c) Nothing in this Agreement shall be understood to imply that in performing the functions described herein, BTC is acting in the capacity of an investment adviser or is providing advice as to the value of Securities or as to the advisability of investing in, purchasing, or selling Securities.
6. Termination.
6.1 Termination. This Agreement may be terminated at any time with respect to one or more Funds by either party upon delivery to the other party of a written notice specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice.
6.2 Cooperation. Both parties shall take all commercially reasonable steps to cooperate to provide a smooth transition in the event of a termination.
6.3 Termination of Loans, etc. upon Termination of Agreement. Notwithstanding any such notice, this Agreement shall continue in full force and effect with respect to any loans of Securities that remain outstanding as of the date of termination; provided, however, that BTC shall promptly terminate all loans of Securities made pursuant to this Agreement and shall not make any further loans of Securities pursuant to this Agreement.
7. Miscellaneous.
7.1 Exclusivity. During the term of this Agreement, the Company agrees that it shall not enter into any other agreement with any third party whereby such third party is permitted to make loans on behalf of any Fund of any Securities held by BTC in an Account from time to time; provided, however, that nothing in this provision shall prevent the Company from terminating this Agreement and/or hiring a securities lending agent other than BTC. The parties agree that this provision does not prohibit the Company from maintaining this Agreement during any transition period to another securities lending agent.
7.2 Notices.
(a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to BTC, shall be sufficiently given if addressed to BTC and received by it at its offices at 400 Howard Street, San Francisco, CA 94105, Attention: Securities Lending Department, with a copy to the General Counsel or at such other place as BTC may from time to time designate in writing.
(b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Company shall be sufficiently given if addressed to the Fund and/or Company and received by - Mutual Fund Administration, c/o BlackRock Fund Advisors, 400 Howard Street, San Francisco, California 94105, with a copy to: Legal Department, or at such other place as the Company may from time to time designate in writing.
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7.3 Cumulative Rights and No Waiver. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of a party to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right.
7.4 Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
7.5 Amendments. This Agreement may not be amended or modified in any manner except by a written agreement executed by all parties.
7.6 Successors and Assigns. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
7.7 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflict of laws principles thereof.
7.8 No Third Party Beneficiaries. In performing hereunder, BTC is acting solely on behalf of the Company and, except as specifically provided herein, no contractual or service relationship shall be deemed to be established hereby between BTC and any other person.
7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
7.10 SIPA Notice. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 (“SIPA”) OR THE DODD-FRANK ACT OF 2010 (“DFA”) MAY NOT PROTECT THE FUND WITH RESPECT TO THE SECURITIES LOAN TRANSACTION AND THAT, THEREFORE, THE COLLATERAL DELIVERED BY AN APPROVED BORROWER TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE OBLIGATION OF THE APPROVED BORROWER IN THE EVENT THE APPROVED BORROWER (OR ITS AGENT) FAILS TO RETURN THE SECURITIES. BTC SHALL NOT BE RESPONSIBLE FOR ANY LOSSES INCURRED OR LIABILITIES WHICH ARISE SOLELY DUE TO THE APPLICATION OF SIPA OR DFA TO THE SECURITIES LENDING TRANSACTIONS DESCRIBED HEREIN.
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7.11 Survival of Indemnification. The indemnifications provided by a party hereunder shall be a continuing obligation of such party, its successors and assigns, notwithstanding the termination of any loans hereunder or of this Agreement.
7.12 No Personal Liability. It is understood and agreed that none of the shareholders, officers, agents, Directors or Trustees (as applicable) of the Company or any Fund shall be personally liable hereunder. All persons contracting with or having a claim against the Company with respect to a Fund shall look solely to the assets of such Fund for payment of such contract or claim, and no Fund shall be liable for the obligations of any other Fund.
7.13 Separate Agreement. Execution of this Agreement by more than one Company or on behalf of more than one Fund shall not create any contractual or other obligation between or among such Companies or Funds, and this Agreement shall constitute a separate agreement and between BTC and each Company on behalf of each respective Fund. Every reference to a Company or Fund shall be construed to be a reference solely to the particular Company or Fund that is a party to the relevant transaction. Each of the parties agrees that under no circumstances shall any rights, obligations, remedies or liabilities of a particular Company or Fund, or with respect to transactions to which a particular Company or Fund is a party, be deemed to constitute rights, obligations, remedies or liabilities applicable to any other Company or Fund or to transactions to which other Companies or Funds are parties, and BTC shall have no right to set off claims of any Company or Fund against property or liabilities of any other Company or Fund. All transactions are entered into in reliance on the fact that this Agreement constitutes a separate agreement between BTC and the Company or Fund.
[End of Text]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
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iSHARES, INC. |
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| By: |
/s/ Trent Walker |
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| Name: Trent Walker | ||
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Title: Treasurer and Chief Financial
Officer |
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|
iSHARES TRUST |
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| By: |
/s/ Trent Walker |
|
| Name: Trent Walker | ||
|
Title: Treasurer and Chief Financial
Officer |
||
|
iSHARES U.S. ETF COMPANY, INC. |
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| By: |
/s/ Trent Walker |
|
| Name: Trent Walker | ||
|
Title: Treasurer and Chief Financial
Officer |
||
|
iSHARES U.S. ETF TRUST |
||
| By: |
/s/ Trent Walker |
|
| Name: Trent Walker | ||
|
Title: Treasurer and Chief Financial
Officer |
||
|
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. |
||
| By: |
/s/ Jason Strofs |
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| Name: Jason Strofs | ||
| Title: Managing Director | ||
Approved by the Board of Trustees of iShares Trust, the Board of Directors of iShares, Inc., the Board of Directors of iShares U.S. ETF Company, Inc., and the Board of Trustees of iShares U.S. ETF Trust as of January 1, 2020.
[Signature page to Securities Lending Agency Agreement]
Schedule A
[List of Funds on File with BFA]
Exhibit A
[Forms of Securities Lending Agreements]
Exhibit (h.6)
Schedule A
Funds
iShares, Inc.
iShares Asia/Pacific Dividend ETF
iShares Core MSCI Emerging Markets ETF
iShares Currency Hedged MSCI Emerging Markets ETF
iShares Edge MSCI Min Vol Emerging Markets ETF
iShares Edge MSCI Min Vol Global ETF
iShares Edge MSCI Multifactor Emerging Markets ETF
iShares Emerging Markets Dividend ETF
iShares Emerging Markets High Yield Bond ETF
iShares ESG MSCI EM ETF
iShares International High Yield Bond ETF
iShares J.P. Morgan EM Corporate Bond ETF
iShares J.P. Morgan EM Local Currency Bond ETF
iShares MSCI Australia ETF
iShares MSCI Austria ETF
iShares MSCI Belgium ETF
iShares MSCI Brazil ETF
iShares MSCI BRIC ETF
iShares MSCI Canada ETF
iShares MSCI Chile ETF
iShares MSCI Colombia ETF
iShares MSCI Emerging Markets Asia ETF
iShares MSCI Emerging Markets ETF
iShares MSCI Emerging Markets ex China ETF
iShares MSCI Emerging Markets Small-Cap ETF
iShares MSCI Eurozone ETF
iShares MSCI France ETF
iShares MSCI Frontier 100 ETF
iShares MSCI Germany ETF
iShares MSCI Global Agriculture Producers ETF
iShares MSCI Global Energy Producers ETF
iShares MSCI Global Gold Miners ETF
iShares MSCI Global Metals & Mining Producers ETF
iShares MSCI Global Silver and Metals Miners ETF
iShares MSCI Hong Kong ETF
iShares MSCI Israel ETF
iShares MSCI Italy ETF
iShares MSCI Japan ETF
iShares MSCI Japan Small-Cap ETF
iShares MSCI Malaysia ETF
iShares MSCI Mexico ETF
iShares MSCI Netherlands ETF
iShares MSCI Pacific ex Japan ETF
iShares MSCI Russia ETF
iShares MSCI Singapore ETF
iShares MSCI South Africa ETF
iShares MSCI South Korea ETF
iShares MSCI Spain ETF
iShares MSCI Sweden ETF
iShares MSCI Switzerland ETF
iShares MSCI Taiwan ETF
iShares MSCI Thailand ETF
iShares MSCI Turkey ETF
iShares MSCI USA Equal Weighted ETF
iShares MSCI World ETF
iShares US & Intl High Yield Corp Bond ETF
iShares Trust
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 0-5 Year TIPS Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares 1-3 Year Treasury Bond ETF
iShares 3-7 Year Treasury Bond ETF
iShares 7-10 Year Treasury Bond ETF
iShares 10-20 Year Treasury Bond ETF
iShares 20+ Year Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares Adaptive Currency Hedged MSCI EAFE ETF
iShares Agency Bond ETF
iShares Asia 50 ETF
iShares Broad USD High Yield Corporate Bond ETF
iShares Broad USD Investment Grade Corporate Bond ETF
iShares California Muni Bond ETF
iShares China Large-Cap ETF
iShares CMBS ETF
iShares Cohen & Steers REIT ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core 5-10 Year USD Bond ETF
iShares Core 10+ Year USD Bond ETF
iShares Core Aggressive Allocation ETF
iShares Core Conservative Allocation ETF
iShares Core Dividend Growth ETF
iShares Core Growth Allocation ETF
iShares Core High Dividend ETF
iShares Core International Aggregate Bond ETF
iShares Core Moderate Allocation ETF
iShares Core MSCI EAFE ETF
iShares Core MSCI Europe ETF
iShares Core MSCI International Developed Markets ETF
iShares Core MSCI Pacific ETF
iShares Core MSCI Total International Stock ETF
iShares Core S&P 500 ETF
iShares Core S&P Mid-Cap ETF
iShares Core S&P Small-Cap ETF
iShares Core S&P Total U.S. Stock Market ETF
iShares Core S&P U.S. Growth ETF
iShares Core S&P U.S. Value ETF
iShares Core Total USD Bond Market ETF
iShares Core U.S. Aggregate Bond ETF
iShares Core U.S. REIT ETF
iShares Currency Hedged JPX-Nikkei 400 ETF
iShares Currency Hedged MSCI ACWI ex U.S. ETF
iShares Currency Hedged MSCI Australia ETF
iShares Currency Hedged MSCI Canada ETF
iShares Currency Hedged MSCI EAFE ETF
iShares Currency Hedged MSCI EAFE Small-Cap ETF
iShares Currency Hedged MSCI Eurozone ETF
iShares Currency Hedged MSCI Germany ETF
iShares Currency Hedged MSCI Italy ETF
iShares Currency Hedged MSCI Japan ETF
iShares Currency Hedged MSCI Mexico ETF
iShares Currency Hedged MSCI South Korea ETF
iShares Currency Hedged MSCI Spain ETF
iShares Currency Hedged MSCI Switzerland ETF
iShares Currency Hedged MSCI United Kingdom ETF
iShares Cybersecurity and Tech ETF
iShares Dow Jones U.S. ETF
iShares Edge High Yield Defensive Bond ETF
iShares Edge Investment Grade Enhanced Bond ETF
iShares Edge MSCI Intl Momentum Factor ETF
iShares Edge MSCI Intl Quality Factor ETF
iShares Edge MSCI Intl Size Factor ETF
iShares Edge MSCI Intl Value Factor ETF
iShares Edge MSCI Min Vol EAFE ETF
iShares Edge MSCI Min Vol Europe ETF
iShares Edge MSCI Min Vol Japan ETF
iShares Edge MSCI Min Vol USA ETF
iShares Edge MSCI Min Vol USA Small-Cap ETF
iShares Edge MSCI Multifactor Global ETF
iShares Edge MSCI Multifactor Intl ETF
iShares Edge MSCI Multifactor Intl Small-Cap ETF
iShares Edge MSCI Multifactor USA ETF
iShares Edge MSCI Multifactor USA Mid-Cap ETF
iShares Edge MSCI Multifactor USA Small-Cap ETF
iShares Edge MSCI USA Momentum Factor ETF
iShares Edge MSCI USA Quality Factor ETF
iShares Edge MSCI USA Size Factor ETF
iShares Edge MSCI USA Value Factor ETF
iShares Edge U.S. Fixed Income Balanced Risk ETF
iShares Emerging Markets Infrastructure ETF
iShares ESG 1-5 Year USD Corporate Bond ETF
iShares ESG MSCI EAFE ETF
iShares ESG MSCI EM Leaders ETF
iShares ESG MSCI USA ETF
iShares ESG MSCI USA Leaders ETF
iShares ESG MSCI USA Small-Cap ETF
iShares ESG U.S. Aggregate Bond ETF
iShares ESG USD Corporate Bond ETF
iShares Europe Developed Real Estate ETF
iShares Europe ETF
iShares Expanded Tech Sector ETF
iShares Expanded Tech-Software Sector ETF
iShares Exponential Technologies ETF
iShares Factors US Growth Style ETF
iShares Factors US Value Style ETF
iShares Fallen Angels USD Bond ETF
iShares Floating Rate Bond ETF
iShares Focused Value Factor ETF
iShares Genomics Immunology and Healthcare ETF
iShares Global 100 ETF
iShares Global Clean Energy ETF
iShares Global Comm Services ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Green Bond ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global REIT ETF
iShares Global Tech ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares GNMA Bond ETF
iShares Government/Credit Bond ETF
iShares High Yield High Beta ETF
iShares High Yield Low Beta ETF
iShares iBonds 2021 Term High Yield and Income ETF
iShares iBonds 2022 Term High Yield and Income ETF
iShares iBonds 2023 Term High Yield and Income ETF
iShares iBonds 2024 Term High Yield and Income ETF
iShares iBonds 2025 Term High Yield and Income ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2023 Term Muni Bond ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2024 Term Muni Bond ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Dec 2025 Term Muni Bond ETF
iShares iBonds Dec 2026 Term Corporate ETF
iShares iBonds Dec 2026 Term Muni Bond ETF
iShares iBonds Dec 2027 Term Corporate ETF
iShares iBonds Dec 2027 Term Muni Bond ETF
iShares iBonds Dec 2028 Term Corporate ETF
iShares iBonds Dec 2028 Term Muni Bond ETF
iShares iBonds Dec 2029 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF
iShares iBonds Sep 2020 Term Muni Bond ETF
iShares iBoxx $ High Yield Corporate Bond ETF
iShares iBoxx $ High Yield ex Oil & Gas Corporate Bond ETF
iShares iBoxx $ Investment Grade Corporate Bond ETF
iShares India 50 ETF
iShares Intermediate Government/Credit Bond ETF
iShares Intermediate-Term Corporate Bond ETF
iShares International Developed Property ETF
iShares International Developed Real Estate ETF
iShares International Dividend Growth ETF
iShares International Preferred Stock ETF
iShares International Select Dividend ETF
iShares International Treasury Bond ETF
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares JPX-Nikkei 400 ETF
iShares Latin America 40 ETF
iShares Long-Term Corporate Bond ETF
iShares MBS ETF
iShares Micro-Cap ETF
iShares Morningstar Large-Cap ETF
iShares Morningstar Large-Cap Growth ETF
iShares Morningstar Large-Cap Value ETF
iShares Morningstar Mid-Cap ETF
iShares Morningstar Mid-Cap Growth ETF
iShares Morningstar Mid-Cap Value ETF
iShares Morningstar Multi-Asset Income ETF
iShares Morningstar Small-Cap ETF
iShares Morningstar Small-Cap Growth ETF
iShares Morningstar Small-Cap Value ETF
iShares Mortgage Real Estate ETF
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI ACWI Low Carbon Target ETF
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI Argentina and Global Exposure ETF
iShares MSCI Brazil Small-Cap ETF
iShares MSCI China A ETF
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Denmark ETF
iShares MSCI EAFE ETF
iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Small-Cap ETF
iShares MSCI EAFE Value ETF
iShares MSCI Europe Financials ETF
iShares MSCI Europe Small-Cap ETF
iShares MSCI Finland ETF
iShares MSCI Germany Small-Cap ETF
iShares MSCI Global Impact ETF
iShares MSCI India ETF
iShares MSCI India Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI Ireland ETF
iShares MSCI Japan Equal Weighted ETF
iShares MSCI Japan Value ETF
iShares MSCI KLD 400 Social ETF
iShares MSCI Kokusai ETF
iShares MSCI New Zealand ETF
iShares MSCI Norway ETF
iShares MSCI Peru ETF
iShares MSCI Philippines ETF
iShares MSCI Poland ETF
iShares MSCI Qatar ETF
iShares MSCI Saudi Arabia ETF
iShares MSCI UAE ETF
iShares MSCI United Kingdom ETF
iShares MSCI United Kingdom Small-Cap ETF
iShares MSCI USA ESG Select ETF
iShares Nasdaq Biotechnology ETF
iShares National Muni Bond ETF
iShares New York Muni Bond ETF
iShares North American Natural Resources ETF
iShares North American Tech-Multimedia Networking ETF
iShares PHLX Semiconductor ETF
iShares Preferred and Income Securities ETF
iShares Residential Real Estate ETF
iShares Robotics and Artificial Intelligence Multisector ETF
iShares Russell 1000 ETF
iShares Russell 1000 Growth ETF
iShares Russell 1000 Pure U.S. Revenue ETF
iShares Russell 1000 Value ETF
iShares Russell 2000 ETF
iShares Russell 2000 Growth ETF
iShares Russell 2000 Value ETF
iShares Russell 2500 ETF
iShares Russell 3000 ETF
iShares Russell Mid-Cap ETF
iShares Russell Mid-Cap Growth ETF
iShares Russell Mid-Cap Value ETF
iShares Russell Top 200 ETF
iShares Russell Top 200 Growth ETF
iShares Russell Top 200 Value ETF
iShares S&P 100 ETF
iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF
iShares S&P Mid-Cap 400 Growth ETF
iShares S&P Mid-Cap 400 Value ETF
iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Value ETF
iShares Select Dividend ETF
iShares Self-Driving EV and Tech ETF
iShares Short-Term Corporate Bond ETF
iShares Short-Term National Muni Bond ETF
iShares Short Treasury Bond ETF
iShares TIPS Bond ETF
iShares Transportation Average ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Dividend and Buyback ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Infrastructure ETF
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Tech Breakthrough Multisector ETF
iShares U.S. Telecommunications ETF
iShares U.S. Treasury Bond ETF
iShares U.S. Utilities ETF
iShares Yield Optimized Bond ETF
iShares U.S. ETF Trust
iShares Bloomberg Roll Select Commodity Strategy ETF
iShares Commodities Select Strategy ETF
iShares Evolved U.S. Consumer Staples ETF
iShares Evolved U.S. Discretionary Spending ETF
iShares Evolved U.S. Financials ETF
iShares Evolved U.S. Healthcare Staples ETF
iShares Evolved U.S. Innovative Healthcare ETF
iShares Evolved U.S. Media and Entertainment ETF
iShares Evolved U.S. Technology ETF
iShares Gold Strategy ETF
iShares Inflation Hedged Corporate Bond ETF
iShares Interest Rate Hedged Corporate Bond ETF
iShares Interest Rate Hedged Emerging Markets Bond ETF
iShares Interest Rate Hedged High Yield Bond ETF
iShares Interest Rate Hedged Long-Term Corporate Bond ETF
iShares Short Maturity Bond ETF
iShares Short Maturity Municipal Bond ETF
iShares Ultra Short-Term Bond ETF
Approved by the Board of Trustees of iShares Trust on December 1-3, 2019 and the Board of Trustees of iShares U.S. ETF Trust and the Board of Directors of iShares, Inc. on September 12-13, 2019.
Exhibit (h.22)
Exhibit A
iShares Trust
Bloomberg Barclays MSCI Global Green Bond Select (USD Hedged) Index
Bloomberg Barclays MSCI US Aggregate ESG Focus Index
Bloomberg Barclays MSCI US Corporate 1-5 Year ESG Focus Index
Bloomberg Barclays MSCI US Corporate ESG Focus Index
MSCI AC Asia ex Japan Index
MSCI ACWI
MSCI ACWI Diversified Multiple-Factor Index
MSCI ACWI ex USA 100% Hedged to USD Index
MSCI ACWI ex USA IMI
MSCI ACWI ex USA Index
MSCI ACWI Low Carbon Target Index
MSCI ACWI Sustainable Impact Index
MSCI All Argentina 25/50 Index
MSCI All Ireland Capped Index
MSCI All Peru Capped Index
MSCI All Qatar Capped Index
MSCI All UAE Capped Index
MSCI Australia 100% Hedged to USD Index
MSCI Brazil Small Cap Index
MSCI Canada 100% Hedged to USD Index
MSCI China A Inclusion Index
MSCI China Index
MSCI China Small Cap Index
MSCI Denmark Investable Market Index (IMI) 25/50
MSCI EAFE Adaptive Hedge to USD Index
MSCI EAFE Extended ESG Focus Index
MSCI EAFE Minimum Volatility (USD) Index
MSCI EAFE Small Cap 100% Hedged to USD Index
MSCI EAFE® 100% Hedged to USD Index
MSCI EAFE® Growth Index
MSCI EAFE® IMI
MSCI EAFE® Index
MSCI EAFE® Small Cap Index
MSCI EAFE® Value Index
MSCI EM Extended ESG Leaders 5% Issuer Capped Index
MSCI EMU 100% Hedged to USD Index
MSCI Europe Financials Index
MSCI Europe Investable Market Index (IMI)
MSCI Europe Minimum Volatility (USD) Index
MSCI Europe Small Cap Index
MSCI Finland Investable Market Index (IMI) 25/50
MSCI Germany 100% Hedged to USD Index
MSCI Germany Small Cap Index
MSCI India Index
MSCI India Small Cap Index
MSCI Indonesia IMI 25/50 Index
MSCI Italy 25/50 100% Hedged to USD Index
MSCI Japan 100% Hedged to USD Index
MSCI Japan Equal Weighted Index (USD)
MSCI Japan Minimum Volatility (USD) Index
MSCI Japan Value Index (USD)
MSCI KLD 400 Social Index MSCI Kokusai Index
MSCI Korea 25/50 100% Hedged to USD Index
MSCI Mexico Investable Market Index (IMI) 25/50 100% Hedged to USD
MSCI New Zealand Investable Market Index (IMI) 25/50
MSCI Norway Investable Market Index (IMI) 25/50
MSCI Pacific Investable Market Index (IMI)
MSCI Philippines Investable Market Index (IMI)
MSCI Poland Investable Market Index (IMI) 25/50
MSCI Saudi Arabia Investable Market Index (IMI) 25/50
MSCI Spain 25/50 100% Hedged to USD Index
MSCI Switzerland 25/50 100% Hedged to USD Index
MSCI United Kingdom 100% Hedged to USD Index
MSCI United Kingdom Index
MSCI United Kingdom Small Cap Index
MSCI USA Diversified Multiple-Factor Index
MSCI USA Enhanced Value Index
MSCI USA Extended ESG Focus Index
MSCI USA Extended ESG Leaders Index
MSCI USA Extended ESG Select Index
MSCI USA Low Size Index
MSCI USA Mid Cap Diversified Multiple-Factor Index
MSCI USA Minimum Volatility (USD) Index
MSCI USA Momentum Index
MSCI USA Sector Neutral Quality Index
MSCI USA Small Cap Diversified Multiple-Factor Index
MSCI USA Small Cap Extended ESG Focus Index
MSCI USA Small Cap Minimum Volatility (USD) Index
MSCI World ex USA Diversified Multiple-Factor Index
MSCI World ex USA Enhanced Value Index
MSCI World ex USA Investable Market Index
MSCI World ex USA Low Size Index
MSCI World ex USA Momentum Index
MSCI World ex USA Sector Neutral Quality Index
MSCI World ex USA Small Cap Diversified Multiple-Factor Index
iShares, Inc.
MSCI ACWI Minimum Volatility (USD) Index
MSCI ACWI Select Agriculture Producers Investable Market Index (IMI)
MSCI ACWI Select Energy Producers Investable Market Index (IMI)
MSCI ACWI Select Gold Miners Investable Market Index (IMI)
MSCI ACWI Select Metals & Mining Producers ex Gold & Silver Investable Market Index (IMI)
MSCI ACWI Select Silver Miners Investable Market Index (IMI)
MSCI All Colombia Capped Index
MSCI Australia Index
MSCI Austria Investable Market Index (IMI) 25/50
MSCI Belgium Investable Market Index (IMI) 25/50
MSCI Brazil 25/50 Index
MSCI BRIC Index
MSCI Canada Custom Capped Index
MSCI Chile Investable Market Index (IMI) 25/50
MSCI EM Asia Custom Capped Index
MSCI Emerging Markets 100% Hedged to USD Index
MSCI Emerging Markets Diversified Multiple-Factor Index
MSCI Emerging Markets Extended ESG Focus Index
MSCI Emerging Markets IMI
MSCI Emerging Markets Index
MSCI Emerging Markets Minimum Volatility (USD) Index
MSCI Emerging Markets Small Cap Index
MSCI EMU Index
MSCI France Index
MSCI Frontier Markets 100 Index
MSCI Germany Index
MSCI Hong Kong Index
MSCI Israel Capped Investable Market Index (IMI)
MSCI Italy 25/50 Index
MSCI Japan Index
MSCI Japan Small Cap Index
MSCI Korea 25/50 Index
MSCI Malaysia Index
MSCI Mexico Investable Market Index (IMI) 25/50
MSCI Netherlands IMI 25/50 Index
MSCI Pacific ex Japan Index
MSCI Russia 25/50 Index
MSCI Singapore 25/50 Index
MSCI South Africa 25/50 Index
MSCI Spain 25/50 Index
MSCI Sweden 25/50 Index
MSCI Switzerland 25/50 Index
MSCI Taiwan 25/50 Index
MSCI Thailand Investable Market Index (IMI) 25/50
MSCI Turkey IMI 25/50 Index
MSCI USA Equal Weighted Index
MSCI World Index