As filed with the U.S. Securities and Exchange Commission on March 23, 2022
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. 2,530 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 2,530 | ☒ |
(Check appropriate box or boxes)
iShares Trust
(Exact Name of Registrant as Specified in Charter)
c/o BlackRock Fund Advisors
60 State Street
Boston, MA 02109
(Address of Principal Executive Office)(Zip Code)
Registrants Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
With Copies to:
MARGERY K. NEALE, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 |
DEEPA DAMRE SMITH, ESQ. BLACKROCK FUND ADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105 |
It is proposed that this filing will become effective (check appropriate box):
☐ | Immediately upon filing pursuant to paragraph (b) |
☐ | On (date) pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) |
☒ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
________, 2022 | |
2022 Prospectus |
• | iShares Neuroscience and
Healthcare ETF | __ | ____ |
Ticker: __ | Stock Exchange: ____ |
1 | The amount rounded to 0.00%. |
1 Year | 3 Years | |||
$__ | $__ |
■ | General Impact. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of, and delays in, healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, temporary and permanent closures of stores, restaurants and other commercial establishments, layoffs, defaults and other significant economic impacts, as well as general concern and uncertainty. |
■ | Market Volatility. The outbreak has also resulted in extreme volatility, severe losses, and disruptions in markets which can adversely impact the Fund and its investments, including impairing hedging activity to the extent the Fund engages in such activity, as expected correlations between related markets or instruments may no longer apply. In addition, to the extent the Fund invests in short-term instruments that have negative yields, the Fund’s value may be impaired as a result. Certain issuers of equity securities have cancelled or announced the suspension of dividends. The outbreak has, and may continue to, negatively affect the credit ratings of some fixed-income securities and their issuers. |
■ | Market Closures. Certain local markets have been or may be subject to closures, and there can be no assurance that trading will continue in any local markets in which the Fund may invest, when any resumption of trading will occur or, once such markets resume trading, whether they will face further closures. Any suspension of trading in markets in which the Fund invests will have an impact on the Fund and its investments and will impact the Fund’s ability to purchase or sell securities in such markets. |
■ | Operational Risk. The outbreak could also impair the information technology and other operational systems upon which the Fund’s service providers, including BFA, rely, and could otherwise disrupt the ability of employees of the Fund's service providers to perform critical tasks relating to the Fund, for example, due to the service providers’ employees performing tasks in alternate locations than under normal operating conditions or the illness of certain employees of the Fund's service providers. |
■ | Governmental Interventions. Governmental and quasi-governmental authorities and regulators throughout the world have responded to the outbreak and the resulting economic disruptions with a variety of fiscal and monetary policy changes, including direct capital infusions into companies and other issuers, new monetary policy tools, and lower interest rates. An unexpected or sudden reversal of these policies, or the |
ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect the Fund’s investments. | |
■ | Pre-Existing Conditions. Public health crises caused by the outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the Fund and its investments and could result in increased premiums or discounts to the Fund's NAV. |
■ | Government intervention in issuers' operations or structure; |
■ | A lack of market liquidity and market efficiency; |
■ | Greater securities price volatility; |
■ | Exchange rate fluctuations and exchange controls; |
■ | Less availability of public information about issuers; |
■ | Limitations on foreign ownership of securities; |
■ | Imposition of withholding or other taxes; |
■ | Imposition of restrictions on the expatriation of the funds or other assets of the Fund; |
■ | Higher transaction and custody costs and delays in settlement procedures; |
■ | Difficulties in enforcing contractual obligations; |
■ | Lower levels of regulation of the securities markets; |
■ | Weaker accounting, disclosure and reporting requirements and the risk of being delisted from U.S. exchanges; and |
■ | Legal principles relating to corporate governance, directors’ fiduciary duties and liabilities and stockholders’ rights in markets in which the Fund invests may differ from or may not be as extensive or protective as those that apply in the U.S. |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
Fund | Ticker | Listing Exchange | ||
iShares Neuroscience and Healthcare ETF (the “Fund”) | ____ | ____ |
• | Communications of Data Files: The Fund may make available through the facilities of the National Securities Clearing Corporation (“NSCC”) or through posting on the www.iShares.com, prior to the opening of trading on each business day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle purchases of the Fund (i.e. Deposit Securities) or that Authorized Participants would receive from the Fund to settle redemptions of the Fund (i.e. Fund Securities). These files are known as the Portfolio Composition File and the Fund Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or posted on www.iShares.com after the close of markets in the U.S. |
• | Communications with Authorized Participants and Liquidity Providers: Certain employees of BFA are responsible for |
• | Communications with Listing Exchanges: From time to time, employees of BFA may discuss portfolio holdings information with the applicable primary listing exchange for the Fund as needed to meet the exchange listing standards. |
• | Communications with Other Portfolio Managers: Certain information may be provided to employees of BFA who manage funds that invest a significant percentage of their assets in shares of an underlying fund as necessary to manage the fund’s investment objective and strategy. |
• | Communication of Other Information: Certain explanatory information regarding the Files is released to Authorized Participants and liquidity providers on a daily basis, but is only done so after the Files are posted to www.iShares.com. |
• | Third-Party Service Providers: Certain portfolio holdings information may be disclosed to Fund Trustees and their counsel, outside counsel for the Fund, auditors and to certain third-party service providers (i.e., fund administrator, custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities laws and regulations thereunder. |
• | Liquidity Metrics: “Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any party. |
• | Companies must be primarily listed in one of the following 44 countries or regions: Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Norway, Peru, the Philippines, Poland, Portugal, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Kingdom, U.S. China A-shares are eligible for inclusion in the index. |
• | Securities listed on the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”) must be eligible for buy-and-sell northbound trading under the Shanghai and Shenzhen Stock Connect programs. If an index constituent listed on the SSE or the SZSE loses buy-and-sell Stock Connect eligibility, it will be removed from the index at the earliest subsequent reconstitution or rebalance. |
• | Companies must have: |
• | A float-adjusted market capitalization of at least $100 million; and |
• | A 3-month average daily trading value (“ADTV”) of $1 million or greater. |
• | Existing constituents may remain in the index if their float-adjusted market capitalization is at least $75 million and their 3-month ADTV is at least $750,000 at each index reconstitution and rebalance. |
1. | Concentrate its investments in a particular industry, as that term is used in the Investment Company Act, except that the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a particular industry or group of industries. |
2. | Borrow money, except as permitted under the Investment Company Act. |
3. | Issue senior securities to the extent such issuance would violate the Investment Company Act. |
4. | Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. | Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law. |
6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the extent prohibited by the Investment Company Act. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
Robert
S. Kapito1 (65) |
Trustee
(since 2009). |
President, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002). | Director of BlackRock, Inc. (since 2006); Director of iShares, Inc. (since 2009); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
Salim
Ramji2 (51) |
Trustee (since 2019). | Senior Managing Director, BlackRock, Inc. (since 2014); Global Head of BlackRock’s ETF and Index Investments Business (since 2019); Head of BlackRock’s U.S. Wealth Advisory Business (2015-2019); Global Head of Corporate Strategy, BlackRock, Inc. (2014-2015); Senior Partner, McKinsey & Company (2010-2014). | Director of iShares, Inc. (since 2019); Trustee of iShares U.S. ETF Trust (since 2019). |
1 | Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
2 | Salim Ramji is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
John
E. Kerrigan (66) |
Trustee
(since 2005); Independent Board Chair (since 2022). |
Chief Investment Officer, Santa Clara University (since 2002). | Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Independent Board Chair of iShares, Inc. and iShares U.S. ETF Trust (since 2022). | |||
Jane
D. Carlin (66) |
Trustee
(since 2015); Risk Committee Chair (since 2016). |
Consultant (since 2012); Member of the Audit Committee (2012-2018), Chair of the Nominating and Governance Committee (2017-2018) and Director of PHH Corporation (mortgage solutions) (2012-2018); Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley (2006-2012). | Director of iShares, Inc. (since 2015); Trustee of iShares U.S. ETF Trust (since 2015); Member of the Audit Committee (since 2016), Chair of the Audit Committee (since 2020) and Director of The Hanover Insurance Group, Inc. (since 2016). | |||
Richard
L. Fagnani (67) |
Trustee
(since 2017); Audit Committee Chair (since 2019). |
Partner, KPMG LLP (2002-2016). | Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Armando
Senra (50) |
President (since 2019). | Managing Director, BlackRock, Inc. (since 2007); Head of U.S., Canada and Latin America iShares, BlackRock, Inc. (since 2019); Head of Latin America Region, BlackRock, Inc. (2006-2019); Managing Director, Bank of America Merrill Lynch (1994-2006). | ||
Trent
Walker (47) |
Treasurer
and Chief Financial Officer (since 2020). |
Managing Director of BlackRock, Inc. (since September 2019); Chief Financial Officer of iShares Delaware Trust Sponsor LLC, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V and BlackRock Funds VI (since 2021); Executive Vice President of PIMCO (2016-2019); Senior Vice President of PIMCO (2008-2015); Treasurer (2013-2019) and Assistant Treasurer (2007-2017) of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
Charles
Park (54) |
Chief Compliance Officer (since 2006). | Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex (since 2014); Chief Compliance Officer of BFA (since 2006). | ||
Deepa
Damre Smith (46) |
Secretary (since 2019). | Managing Director, BlackRock, Inc. (since 2014); Director, BlackRock, Inc. (2009-2013). | ||
Rachel
Aguirre (39) |
Executive Vice President (since 2022). | Managing Director, BlackRock, Inc. (since 2018); Director, BlackRock, Inc. (2009-2018); Head of U.S. iShares Product (since 2022); Head of EII U.S. Product Engineering (since 2021); Co-Head of EII’s Americas Portfolio Engineering (2020-2021); Head of Developed Markets Portfolio Engineering (2016-2019). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Jennifer
Hsui (45) |
Executive Vice President (since 2022). | Managing Director, BlackRock, Inc. (since 2009); Co-Head of Index Equity (since 2022). | ||
James
Mauro (51) |
Executive Vice President (since 2021). | Managing Director, BlackRock, Inc. (since 2010); Head of Fixed Income Index Investments in the Americas and Head of San Francisco Core Portfolio Management (since 2020). |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
Robert S. Kapito | None | None | None |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
Salim Ramji | iShares Broad USD Investment Grade Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Commodity Curve Carry Strategy ETF | $50,001-$100,000 | |||||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | $1-$10,000 | |||||
iShares Core S&P 500 ETF | $1-$10,000 | |||||
iShares Core S&P Mid-Cap ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $1-$10,000 | |||||
iShares Expanded Tech Sector ETF | $1-$10,000 | |||||
iShares Expanded Tech-Software Sector ETF | $1-$10,000 | |||||
iShares GSCI Commodity Dynamic Roll Strategy ETF | $50,001-$100,000 | |||||
iShares MSCI USA ESG Select ETF | $1-$10,000 | |||||
iShares Robotics and Artificial Intelligence Multisector ETF | $1-$10,000 | |||||
iShares TIPS Bond ETF | $50,001-$100,000 | |||||
John E. Kerrigan | iShares Core S&P 500 ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P Small-Cap ETF | $50,001-$100,000 | |||||
iShares ESG Advanced MSCI EAFE ETF | $1-$10,000 | |||||
iShares ESG Advanced MSCI USA ETF | $10,001-$50,000 | |||||
iShares ESG Aware MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares ESG Aware MSCI EM ETF | $50,001-$100,000 | |||||
iShares ESG Aware MSCI USA ETF | Over $100,000 | |||||
iShares ESG Aware MSCI USA Small-Cap ETF | $10,001-$50,000 | |||||
iShares Exponential Technologies ETF | Over $100,000 | |||||
iShares Genomics Immunology and Healthcare ETF | $10,001-$50,000 | |||||
iShares Global Clean Energy ETF | Over $100,000 | |||||
iShares Global Infrastructure ETF | Over $100,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
iShares MSCI EAFE Growth ETF | Over $100,000 | |||||
iShares MSCI EAFE Value ETF | Over $100,000 | |||||
iShares MSCI KLD 400 Social ETF | $10,001-$50,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares MSCI USA ESG Select ETF | $1-$10,000 | |||||
iShares MSCI USA Min Vol Factor ETF | $10,001-$50,000 | |||||
iShares MSCI USA Value Factor ETF | $50,001-$100,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Financial Services ETF | $10,001-$50,000 | |||||
Jane D. Carlin | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core S&P Mid-Cap ETF | $10,001-$50,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Global Clean Energy ETF | $10,001-$50,000 | |||||
iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
iShares MSCI Global Metals & Mining Producers ETF | $10,001-$50,000 | |||||
iShares Select Dividend ETF | $10,001-$50,000 | |||||
Richard L. Fagnani | iShares 0-5 Year TIPS Bond ETF | $10,001-$50,000 | Over $100,000 | |||
iShares China Large-Cap ETF | $50,001-$100,000 | |||||
iShares Core Dividend Growth ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | $50,001-$100,000 | |||||
iShares Core U.S. REIT ETF | $10,001-$50,000 | |||||
iShares Exponential Technologies ETF | $10,001-$50,000 | |||||
iShares Global Clean Energy ETF | $10,001-$50,000 | |||||
iShares GSCI Commodity Dynamic Roll Strategy ETF | $10,001-$50,000 | |||||
iShares MSCI All Country Asia ex Japan ETF | $10,001-$50,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares MSCI Singapore ETF | $10,001-$50,000 | |||||
iShares MSCI USA Equal Weighted ETF | $10,001-$50,000 | |||||
iShares MSCI USA Quality Factor ETF | $10,001-$50,000 | |||||
iShares Robotics and Artificial Intelligence Multisector ETF | $10,001-$50,000 | |||||
iShares TIPS Bond ETF | $10,001-$50,000 | |||||
iShares U.S. Infrastructure ETF | $10,001-$50,000 | |||||
iShares U.S. Regional Banks ETF | $10,001-$50,000 | |||||
Cecilia H. Herbert | iShares California Muni Bond ETF | Over $100,000 | Over $100,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P U.S. Growth ETF | Over $100,000 | |||||
iShares Core S&P U.S. Value ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $10,001-$50,000 | |||||
iShares International Select Dividend ETF | $1-$10,000 | |||||
iShares MSCI EAFE ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares MSCI USA Value Factor ETF | Over $100,000 | |||||
iShares National Muni Bond ETF | $10,001-$50,000 | |||||
iShares Preferred and Income Securities ETF | $10,001-$50,000 | |||||
Drew E. Lawton | BlackRock Ultra Short-Term Bond ETF | Over $100,000 | Over $100,000 | |||
iShares 0-5 Year High Yield Corporate Bond ETF | $50,001-$100,000 | |||||
iShares Biotechnology ETF | Over $100,000 | |||||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Expanded Tech Sector ETF | Over $100,000 | |||||
iShares Exponential Technologies ETF | Over $100,000 | |||||
iShares Global Financials ETF | $10,001-$50,000 | |||||
iShares U.S. Financial Services ETF | Over $100,000 | |||||
iShares U.S. Financials ETF | $50,001-$100,000 | |||||
iShares U.S. Healthcare ETF | Over $100,000 | |||||
John E. Martinez | iShares 1-5 Year Investment Grade Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI International Developed Markets ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Global Consumer Staples ETF | Over $100,000 | |||||
iShares Russell 1000 ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares Russell 2000 ETF | Over $100,000 | |||||
Madhav V. Rajan | None | None | None |
Name | iShares
Neuroscience and Healthcare ETF |
Pension
or Retirement Benefits Accrued As Part of Trust Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
Independent Trustees: | ||||||||
Jane D. Carlin | $__ | Not Applicable | Not Applicable | $420,000 | ||||
Richard L. Fagnani | __ | Not Applicable | Not Applicable | 446,764 | ||||
Cecilia H. Herbert | __ | Not Applicable | Not Applicable | 475,000 | ||||
John E. Kerrigan | __ | Not Applicable | Not Applicable | 445,000 | ||||
Drew E. Lawton | __ | Not Applicable | Not Applicable | 431,764 | ||||
John E. Martinez | __ | Not Applicable | Not Applicable | 420,000 | ||||
Madhav V. Rajan | __ | Not Applicable | Not Applicable | 420,000 | ||||
Interested Trustees: | ||||||||
Robert S. Kapito | $__ | Not Applicable | Not Applicable | $0 | ||||
Salim Ramji | __ | Not Applicable | Not Applicable | 0 |
1 | No Trustee or officer is entitled to any pension or retirement benefits from the Trust. |
2 | Also includes compensation for service on the Board of Trustees of iShares U.S. ETF Trust and the Board of Directors of iShares, Inc. |
Jennifer Hsui | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Greg Savage | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Paul Whitehead | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Amy Whitelaw | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Jennifer Hsui | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Greg Savage | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Paul Whitehead | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Amy Whitelaw | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Shares
Per Creation Unit |
Approximate
Value Per Creation Unit (U.S.$) | |
__ | $____ |
Standard
Creation Transaction Fee |
Maximum
Additional Charge* | |
$__ | __% |
* | As a percentage of the net asset value per Creation Unit. |
Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | |
$__ | __% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales and other special transactions |
• | Compensation and benefits |
• | Environmental and social issues |
• | General corporate governance matters and shareholder protections |
• | establishing an appropriate corporate governance structure |
• | supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred |
• | ensuring the integrity of financial statements |
• | making independent decisions regarding mergers, acquisitions and disposals |
• | establishing appropriate executive compensation structures |
• | addressing business issues, including environmental and social issues, when they have the potential to materially impact company reputation and performance |
• | current or former employment at the company or a subsidiary within the past several years |
• | being, or representing, a shareholder with a substantial shareholding in the company |
• | interlocking directorships |
• | having any other interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company |
1) | publish a disclosure in line with industry-specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and |
2) | disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. |
• | The company has already taken sufficient steps to address the concern |
• | The company is in the process of actively implementing a response |
• | There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal |
• | BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock |
• | Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock |
• | Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock |
• | BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock |
• | Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients. |
• | Established a reporting structure that separates BIS from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met. |
• | Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis. |
Contents | |
Introduction | A-16 |
Voting guidelines | A-16 |
Boards and directors | A-16 |
- Director elections | A-16 |
- Independence | A-16 |
- Oversight | A-17 |
- Responsiveness to shareholders | A-17 |
- Shareholder rights | A-17 |
- Board composition and effectiveness | A-18 |
- Board size | A-19 |
- CEO and management succession planning | A-19 |
- Classified board of directors / staggered terms | A-19 |
- Contested director elections | A-19 |
- Cumulative voting | A-19 |
- Director compensation and equity programs | A-19 |
- Majority vote requirements | A-19 |
- Risk oversight | A-20 |
- Separation of chairman and CEO | A-20 |
Auditors and audit-related issues | A-20 |
Capital structure proposals | A-21 |
- Equal voting rights | A-21 |
- Blank check preferred stock | A-21 |
- Increase in authorized common shares | A-21 |
- Increase or issuance of preferred stock | A-21 |
- Stock splits | A-22 |
Mergers, asset sales, and other special transactions | A-22 |
- Poison pill plans | A-22 |
- Reimbursement of expenses for successful shareholder campaigns | A-22 |
Executive Compensation | A-22 |
- Advisory resolutions on executive compensation (“Say on Pay”) | A-23 |
- Advisory votes on the frequency of Say on Pay resolutions | A-23 |
- Claw back proposals | A-23 |
- Employee stock purchase plans | A-23 |
- Equity compensation plans | A-23 |
- Golden parachutes | A-23 |
- Option exchanges | A-24 |
- Pay-for-Performance plans | A-24 |
- Supplemental executive retirement plans | A-24 |
Environmental and social issues | A-24 |
- Climate risk | A-25 |
- Corporate political activities | A-26 |
General corporate governance matters | A-26 |
- Adjourn meeting to solicit additional votes | A-26 |
- Bundled proposals | A-26 |
- Exclusive forum provisions | A-26 |
- Multi-jurisdictional companies | A-26 |
- Other business | A-27 |
- Reincorporation | A-27 |
- IPO governance | A-27 |
Contents | |
Shareholder Protections | A-27 |
- Amendment to charter / articles / bylaws | A-27 |
- Proxy access | A-28 |
- Right to act by written consent | A-28 |
- Right to call a special meeting | A-28 |
- Simple majority voting | A-28 |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure |
• | Mergers, asset sales, and other special transactions |
• | Executive compensation |
• | Environmental and social issues |
• | General corporate governance matters |
• | Shareholder protections |
• | Employment as a senior executive by the company or a subsidiary within the past five years |
• | An equity ownership in the company in excess of 20% |
• | Having any other interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company |
• | Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, this may apply to members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee |
• | Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue |
• | The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. However, this would not apply in the case of a controlled company |
• | Where it appears the director has acted (at the company or at other companies) in a manner that compromises his / her reliability to represent the best long-term economic interests of shareholders |
• | Where a director has a pattern of poor attendance at combined board and applicable key committee meetings. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable key committee meetings by a board member to be poor attendance |
• | Where a director serves on an excess number of boards, which may limit his / her capacity to focus on each board’s requirements. The following illustrates the maximum number of boards on which a director may serve, before he / she is considered to be over-committed: |
Public
Company CEO |
#
Outside Public Boards* |
Total
# of Public Boards | |||
Director A | x | 1 | 2 | ||
Director B | 3 | 4 |
* | In addition to the company under review |
• | The independent chair or lead independent director, members of the nominating / governance committee, and / or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and / or failure to promote adequate board succession planning |
• | The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received withhold votes from more than 30% of shares voted and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial withhold vote |
• | The independent chair or lead independent director and / or members of the nominating / governance committee, where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders’ fundamental rights or long-term economic interests |
• | The independent chair or lead independent director and members of the governance committee, where a board implements or renews a poison pill without shareholder approval |
• | The independent chair or lead independent director and members of the governance committee, where a board amends the charter / articles / bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights |
• | Members of the compensation committee where the company has repriced options without shareholder approval |
• | If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair that is not up for re-election, we will generally register our concern by withholding votes from all available members of the relevant committee |
• | The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company |
• | The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and / or assess candidates |
• | The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and / or sensitive details |
• | The consideration given to board diversity, including, but not limited to, gender, ethnicity, race, age, experience, geographic location, skills, and perspective in the nomination process |
Combined
Chair / CEO Model |
Separate
Chair Model | ||||
Chair / CEO | Lead Director | Chair | |||
Board Meetings | Authority to call full meetings of the board of directors | Attends
full meetings of the board of directors Authority to call meetings of independent directors Briefs CEO on issues arising from executive sessions |
Authority to call full meetings of the board of directors | ||
Agenda | Primary responsibility for shaping board agendas, consulting with the lead director | Collaborates with chair / CEO to set board agenda and board information | Primary responsibility for shaping board agendas, in conjunction with CEO | ||
Board Communications | Communicates with all directors on key issues and concerns outside of full board meetings | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning |
• | Appears to have a legitimate financing motive for requesting blank check authority |
• | Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes |
• | Has a history of using blank check preferred stock for financings |
• | Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility |
• | The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply |
• | There should be clear strategic, operational, and / or financial rationale for the combination |
• | Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and / or board members’ financial interests in a given transaction appear likely to affect their ability to place shareholders’ interests before their own |
• | We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions |
• | Whether we believe that the triggering event is in the best interest of shareholders |
• | Whether management attempted to maximize shareholder value in the triggering event |
• | The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment |
• | Whether excessively large excise tax gross-up payments are part of the pay-out |
• | Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers |
• | Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company |
• | The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance |
• | Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated |
• | There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems |
• | Publish disclosures in line with industry specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and |
• | Disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. |
• | The company has already taken sufficient steps to address the concern |
• | The company is in the process of actively implementing a response |
• | There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal |
iShares Trust
File Nos. 333-92935 and 811-09729
Part C
Other Information
Item 28. | Exhibits: |
PEA # 2,530
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AllianceBernstein Global High Income Fund, Inc.
Franklin Fund Allocator Series
AllianceBernstein National Municipal Income Fund, Inc.
Franklin Templeton ETF Trust
AB Multi-Manager Alternative Fund
Franklin Templeton Variable Insurance Products Trust
AB Bond Fund, Inc.
Legg Mason Partners Variable Equity Trust
AB Cap Fund, Inc.
FundX Investment Trust
AB Core Opportunities Fund, Inc.
The Glenmede Fund, Inc.
AB Corporate Shares
GMO Trust
AB Discovery Growth Fund, Inc.
GMO Benchmark-Free Fund
AB Equity Income Fund, Inc.
GMO Emerging Domestic Opportunities Fund
AB Fixed-Income Shares, Inc.
GMO Climate Change Fund
AB Global Bond Fund, Inc.
GMO Tax-Managed International Equities Fund
AB Global Real Estate Investment Fund, Inc.
GMO Strategic Opportunities Allocation Fund
AB Global Risk Allocation Fund, Inc.
GPS Funds I
AB High Income Fund, Inc.
GPS Funds II
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AB Institutional Funds, Inc. AB Large Cap Growth Fund, Inc. AB Municipal Income Fund, Inc. AB Municipal Income Fund II AB Relative Value Fund, Inc. AB Sustainable Global Thematic Fund, Inc. AB Sustainable International Thematic Fund, Inc. AB Trust AB Variable Products Series Fund, Inc. Sanford C. Bernstein Fund, Inc. Sanford C. Bernstein Fund II, Inc. Bernstein Fund, Inc. The AB Portfolios Allspring Funds Trust Alpha Architect ETF Trust American Century Strategic Asset Allocations, Inc. AMG Funds AMG Funds I AMG Funds II AMG Funds III AMG Funds IV Series ETF Series Solutions Aspiriant Trust Old Westbury Funds, Inc. BlackRock Allocation Target Shares BlackRock Balanced Capital Fund, Inc. BlackRock Funds II BlackRock Funds III BlackRock Variable Series Funds, Inc. BNY Mellon Absolute Insight Funds, Inc. Brighthouse Funds Trust I Calamos Investment Trust Calamos Long/Short Equity & Dynamic Income Trust Calvert Variable Products, Inc. Calvert Social Investment Fund Cambria ETF Trust AdvisorOne Funds
Savos Investments Trust
Goldman Sachs Trust
Goldman Sachs Variable Insurance Trust
Goldman Sachs Trust II
Goldman Sachs ETF Trust
Goldman Sachs ETF Trust II
Goldman Sachs MLP and Energy Renaissance Fund
Rydex Dynamic Funds
Rydex Series Funds
Rydex Variable Trust
Guggenheim Funds Trust
Guggenheim Variable Funds Trust
Guggenheim Strategy Funds Trust
Transparent Value Trust
Guggenheim Active Allocation Fund
Guggenheim Energy & Income Fund
Guggenheim Strategic Opportunities Fund
Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust
Guggenheim Unit Investment Trusts (Guggenheim Defined Portfolios)
Horizon Funds
INDEXIQ ETF TRUST
Innealta Capital, LLC on behalf of Northern Lights
Trust II
Invesco Growth Series
Invesco Investment Funds
Invesco Unit Trusts
JNL Series Trust
James Advantage Funds
Janus Henderson Clayton Street Trust
Janus Investment Fund
John Hancock Variable Insurance Trust
John Hancock Funds II
JPMorgan Trust I
JPMorgan Trust II
J.P. Morgan Fleming Mutual Fund Group, Inc.
JPMorgan Institutional Trust
JPMorgan Insurance Trust
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Columbia Funds Series Trust Columbia Funds Series Trust I Columbia Funds Series Trust II Columbia Funds Variable Series Trust II Columbia Funds Variable Insurance Trust Direxion Shares ETF Trus Direxion Funds Eaton Vance Growth Trust Eaton Vance Mutual Funds Trust EQ ADVISORS TRUST 1290 FUNDS Exchange Listed Funds Trust ETF Series Solutions E-Valuator Funds Trust Fidelity Advisor Series Fidelity Advisor Series VI Fidelity Advisor Series VII Fidelity Beacon Street Trust Fidelity Capital Trust Fidelity Central Investment Portfolios LLC Fidelity Concord Street Trust Fidelity Congress Street Fund Fidelity Contrafund Fidelity Commonwealth Trust Fidelity Commonwealth Trust I Fidelity Covington Trust Fidelity Destiny Portfolios Fidelity Devonshire Trust Fidelity Exchange Fund Fidelity Financial Trust Fidelity Hanover Street Trust Fidelity Hastings Street Trust Fidelity Investment Trust Fidelity Magellan Fund Fidelity Mt. Vernon Street Trust Fidelity Puritan Trust Fidelity Securities Fund
J.P. Morgan Mutual Fund Investment Trust
Undiscovered Managers Funds
J.P. Morgan Exchange-Traded Fund Trust
JPMorgan Trust IV
The Lazard Funds, Inc.
Lincoln Variable Insurance Products Trust
Litman Gregory Funds Trust
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds
Delaware Pooled Trust
Delaware VIP Trust
Ivy Variable Insurance Portfolio
InvestEd Portfolios
Ivy Funds
Madison Funds
Ultra Series Fund
Northern Lights Fund Trust II
MML Series Investment Fund II
Morningstar Funds Trust
Milliman Variable Insurance Trust
Nationwide Mutual Funds
Nationwide Variable Insurance Trust
Natixis Funds Trust IV
Natixis Funds Trust II
Neuberger Berman Alternative Funds
Neuberger Berman Equity Funds
Neuberger Berman Income Funds
Neuberger Berman Advisers Management Trust
Neuberger Berman ETF Trust
North Square Funds
Northern Lights Fund Trust III
Northwestern Mutual Series Fund, Inc.
FlexShares Trust
Northern Funds
MainStay Funds Trust
MainStay VP Funds Trust
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Fidelity Select Portfolios Fidelity Summer Street Trust Fidelity Trend Fund Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III Variable Insurance Products Fund IV Fidelity Aberdeen Street Trust Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Central Investment Portfolios II LLC Fidelity Charles Street Trust Fidelity Colchester Street Trust Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Garrison Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Massachusetts Municipal Trust Fidelity Merrimack Street Trust Fidelity Money Market Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity Newbury Street Trust Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Oxford Street Trust II Fidelity Phillips Street Trust Fidelity Revere Street Trust Fidelity Salem Street Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II
Ohio National Fund, Inc.
Pax World Funds Series Trust I and Pax World Funds
Series Trust III
PFM Multi-Manager Series Trust
PIMCO Equity Series
PIMCO Funds
PIMCO Variable Insurance Trust
Principal Variable Contracts Funds, Inc.
Principal Funds, Inc.
ProFunds
ProShares Trust
Prudential Investment Portfolios 3
Prudential Investment Portfolios 16
Advanced Series Trust
Salient MF Trust
Forward Funds
Salient Midstream & MLP Fund
Schwab Capital Trust
Schwab Annuity Portfolios
Securian Funds Trust
SEI Institutional Managed Trust
SEI Institutional Investments Trust
SEI Institutional International Trust
Adviser Managed Trust
SSGA Active Trust
Sterling Capital Funds
SunAmerica Series Trust
Symmetry Panoramic Trust
Thrivent Mutual Funds
Thrivent Series Fund, Inc.
Thrivent Core Funds
Transamerica Funds
Transamerica Series Trust
Transamerica ETF Trust
Northern Lights Fund Trust
Northern Lights Variable Trust
VanEck ETF Trust
Victory Portfolios
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Variable Insurance Products Fund V Federated Hermes Fixed Income Securities, Inc. Federated Hermes MDT Series Federated Hermes Global Allocation Fund Federated Hermes Insurance Series Fidelity Rutland Square Trust II FT Series First Trust Exchange-Traded Fund First Trust Exchange-Traded Fund II First Trust Exchange-Traded Fund III First Trust Exchange-Traded Fund IV First Trust Exchange-Traded Fund V First Trust Exchange-Traded Fund VI First Trust Exchange-Traded Fund VII First Trust Exchange-Traded Fund VIII First Trust Series Fund First Trust Variable Insurance Trust
Victory Portfolios II
Victory Variable Insurance Funds
USAA Mutual Funds Trust
Virtus Strategy Trust
Voya Balanced Portfolio, Inc.
Voya Equity Trust
Voya Investors Trust
Voya Mutual Funds
Voya Partners, Inc.
Voya Separate Portfolios Trust
Voya Strategic Allocation Portfolios, Inc.
The Arbitrage Funds
AltShares Trust
Absolute Shares Trust
WesMark Funds
William Blair Funds
Wilmington Funds
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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 Registrants 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,
- 9 -
penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (Losses) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the State Street Infringement Items), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Funds combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Funds use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Streets failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and their respective officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by the tortious or criminal conduct of the other Party.
Section 8.02 of the Distribution Agreement between Registrant and BRIL:
The Distribution Agreement provides that the Trust agrees to indemnify, defend and hold harmless, BRIL, each of its directors, officers, principals, representatives, employees and each person, if any, who controls BRIL within the meaning of Section 15 of the 1933 Act (collectively, the BRIL Indemnified Parties) on an as-incurred basis from and against any and all losses, claims, damages or liabilities whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, Losses) to which the BRIL Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRILs own willful misfeasance, willful misconduct or gross negligence or BRILs reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRILs material breach of this Agreement.
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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 Trusts own willful misfeasance, willful misconduct or gross negligence or the Trusts reckless disregard of its obligations under the Distribution Agreement or (B) the Trusts material breach of the Distribution Agreement.
The Authorized Participant Agreement:
The Authorized Participant Agreement provides that the Authorized Participant (the Participant) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1 of the Fifth Amended and Restated Securities Lending Agency Agreement:
The Fifth Amended and Restated Securities Lending Agency Agreement provides that the Trust on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTCs operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTCs negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.
The Fifth Amended and Restated Securities Lending Agency Agreement also provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (Loss) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTCs indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
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. BFAs business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.
Director or Officer | Capacity with BFA | Principal Business(es) During Last Two Fiscal Years | ||
FINK, LAURENCE DOUGLAS | CHIEF EXECUTIVE OFFICER | Chairman and Chief Executive Officer of BlackRock, Inc. | ||
GOLDSTEIN, ROBERT LAWRENCE | CHIEF OPERATING OFFICER AND DIRECTOR | Senior Managing Director and Chief Operating Officer of BlackRock, Inc. | ||
KAPITO, ROBERT STEVEN | PRESIDENT | President and Director of BlackRock, Inc. | ||
MEADE, CHRISTOPHER JOSEPH | GENERAL COUNSEL AND CHIEF LEGAL OFFICER | Senior Managing Director and Chief Legal Officer of BlackRock, Inc. | ||
PARK, CHARLES CHOON SIK | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRocks registered investment companies | ||
SHEDLIN, GARY STEPHEN | CHIEF FINANCIAL OFFICER AND DIRECTOR | Senior Managing Director and Chief Financial Officer of BlackRock Inc. | ||
WALTCHER, DANIEL RUSSELL | DIRECTOR | Managing Director and Deputy General Counsel of BlackRock, Inc. |
BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
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Principal Business(es) During Last Two Fiscal Years
Director or Officer
Capacity with BIL
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.
DE FREITAS, ELEANOR JUDITH
DIRECTOR
Managing Director of BlackRock, Inc.
FISHWICK, JAMES EDWARD
DIRECTOR
Managing Director of BlackRock, Inc.
ARCHIBALD, ARTHUR, BENJAMIN
GENERAL COUNSEL
Managing Director of BlackRock, Inc.
LORD, RACHEL
CHIEF EXECUTIVE OFFICER AND DIRECTOR
Senior Managing Director of BlackRock, Inc.
GIBSON, NICHOLAS, JOHN
CHIEF COMPLIANCE OFFICER
Managing Director of BlackRock, Inc.
MULLIN, STACEY JANE
CHIEF OPERATING OFFICER AND DIRECTOR
Managing Director of BlackRock, Inc.
MCDONALD, COLIN, ALISTAIR
CHIEF FINANCIAL OFFICER
Managing Director of BlackRock, Inc., 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 Large Cap Series Funds, Inc. | |
BlackRock Advantage SMID Cap Fund, Inc. | BlackRock Latin America Fund, Inc. | |
BlackRock Allocation Target Shares | BlackRock Liquidity Funds | |
BlackRock Balanced Capital Fund, Inc. | BlackRock Long-Horizon Equity Fund | |
BlackRock Bond Fund, Inc. | BlackRock Mid-Cap Value Series, Inc. | |
BlackRock California Municipal Series Trust | BlackRock Multi-State Municipal Series Trust | |
BlackRock Capital Appreciation Fund, Inc. | BlackRock Municipal Bond Fund, Inc. | |
BlackRock Emerging Markets Fund, Inc. | BlackRock Municipal Series Trust | |
BlackRock Equity Dividend Fund | BlackRock Natural Resources Trust | |
BlackRock ETF Trust | BlackRock Series Fund, Inc. | |
BlackRock ETF Trust II | BlackRock Series Fund II, Inc. | |
BlackRock Series, Inc. |
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BlackRock EuroFund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Variable Series Funds, Inc.
BlackRock FundsSM
BlackRock Variable Series Funds II, Inc.
BlackRock Funds II
iShares, Inc.
BlackRock Funds III
iShares U.S. ETF Trust
BlackRock Funds IV
Managed Account Series
BlackRock Funds V
Managed Account Series II
BlackRock Funds VI
Master Bond LLC
BlackRock Funds VII, Inc.
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 Focus Value Fund, Inc.
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:
BlackRock Core Bond Trust |
BlackRock Corporate High Yield Fund, Inc. |
BlackRock Credit Strategies Fund |
BlackRock Health Sciences Trust |
BlackRock Hedge Fund Guided Portfolio Solution |
BlackRock MuniAssets Fund, Inc. |
BlackRock Municipal Income Trust II |
BlackRock Private Investments Fund |
BlackRock Science and Technology Trust |
BlackRock Taxable Municipal Bond Trust |
BlackRock Utilities, Infrastructure & Power Opportunities Trust |
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRocks open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.
(b) | Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 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 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 | ||
Andrew Dickson | Secretary and Managing Director | None | ||
Terri Slane | Assistant Secretary and Director | None | ||
Anne Ackerley | Member, Board of Managers, and Managing Director | None | ||
Michael Bishopp | Managing Director | None | ||
Thomas Callahan | Member, Board of Managers, and Managing Director | None | ||
Samara Cohen | Managing Director | None | ||
Jonathan 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 |
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Jonathan Steel
Managing Director
None
Ariana Brown
Director
None
Chris Nugent
Director
None
Lourdes Sanchez
Vice President
None
Lisa Belle
Anti-Money Laundering Officer
Anti-Money Laundering Compliance Officer
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 BlackRock, 60 State Street, Boston, MA 02109. |
(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.
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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. 2,530 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 23rd day of March, 2022.
iSHARES TRUST | ||
By: |
| |
Armando Senra* President | ||
Date: | March 23, 2022 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,530 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: | March 23, 2022 | |
| ||
John E. Martinez* | ||
Trustee | ||
Date: | March 23, 2022 | |
| ||
Cecilia H. Herbert* | ||
Trustee | ||
Date: | March 23, 2022 | |
| ||
John E. Kerrigan* | ||
Trustee | ||
Date: | March 23, 2022 | |
| ||
Robert S. Kapito* | ||
Trustee | ||
Date: | March 23, 2022 |
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* |
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Exhibit (d.8)
Exhibit A
to the Sub-Advisory Agreement
between BlackRock Fund Advisors
and BlackRock International Limited
Fund and Sub-Advisory Fees
Fund |
Sub-Advisory Fee | |
BlackRock Ultra Short-Term Bond ETF | As set forth below | |
iShares 1-3 Year International Treasury Bond ETF | ||
iShares Core International Aggregate Bond ETF | ||
iShares International High Yield Bond ETF | ||
iShares International Treasury Bond ETF | ||
iShares J.P. Morgan EM Corporate Bond ETF | ||
iShares J.P. Morgan EM High Yield Bond ETF | ||
iShares J.P. Morgan EM Local Currency Bond ETF | ||
iShares J.P. Morgan USD Emerging Markets Bond ETF | ||
iShares US & Intl High Yield Corp Bond ETF | ||
iShares USD Green Bond ETF |
Fees:
Pursuant to Clause 9, Adviser shall pay to Sub-Adviser a fee calculated as follows:
(a) to the extent the Sub-Adviser is providing services solely relating to trading, an amount equal to the actual pre-tax sums incurred by Sub-Adviser in connection with the performance or provision of the Services under this Agreement together with an additional sum equal to 10% of such actual sums incurred with respect to the Portfolios.
(b) to the extent the Sub-adviser is providing services relating to portfolio management and trading, an amount equal to twenty percent (20%) of fees net of any applicable expenses paid by the Adviser. Applicable expenses may include, but are not limited to, rebates, waivers, retrocessions, distribution related costs, and fund related expenses and index license fees and other costs incurred by the Adviser.
Fees shall be paid no less than quarterly, and shall be paid exclusive of any Value Added Tax (VAT), which shall be charged separately to Adviser, if applicable.
Amended and Approved by the Board of Trustees of iShares Trust on March 17, 2022 and by the Board of Trustees of iShares U.S. ETF Trust and by the Board of Directors of iShares, Inc. on June 16, 2021.
Exhibit (h.31)
BLACKROCK RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the Agreement), dated as of January 19, 2022 (the Effective Date), is made by and between each registered open-end investment company (each, a Registrant), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. | Terms of Investment. |
(a) | In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) | In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
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(ii) | Timing/advance notice of redemptions. |
1. | With respect to Enumerated Funds (as defined on Schedule B), the Acquiring Fund will use reasonable efforts to provide the required advanced notification specified in the 12d1-4 List (as defined below). Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. This provision shall only apply in connection with any investment made by an Acquiring Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. | The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) | Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund. |
(b) | In order to assist the Acquiring Funds investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. |
2. | Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
2
3. | Representations of the Acquiring Funds. |
(a) | In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. |
(b) | An Acquiring Fund shall promptly notify an Acquired Fund: |
i. | of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Funds total outstanding voting securities; |
ii. | of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities; |
iii. | where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Funds total outstanding voting securities; and |
iv. | if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), or (iii) above. |
(c) | Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) | The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the Acquiring Funds full portfolio is sub-advised by any affiliate of BlackRock, Inc. |
(e) | An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Funds investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. |
(f) | Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in the Ineligible Funds (as defined in Schedule B) and that the Enumerated Funds are |
3
subject to certain additional conditions described on the list of Ineligible Funds and Enumerated Funds (the 12d1-4 List). Each Acquiring Fund acknowledges that the 12d1-4 List is available as described in Schedule B, and further acknowledges that it is an Acquiring Funds obligation to review the 12d1-4 List on an ongoing basis for any changes which may occur from time to time. |
4. | Indemnification. |
(a) | Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its 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 Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement. |
(b) | Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement. |
(c) | Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series. |
5. | Use of Name. |
(a) | To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial |
4
statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to: |
i. | Refer to such Acquired Fund by its legal name, for example, the iShares® [Index Provider (when required)] [Exposure] ETF (e.g., iShares U.S. Financial Services ETF or iShares Core S&P 500 ETF or iShares MSCI ACWI ETF) upon first reference to such Acquired Fund, and by its legal name or its ticker symbol for subsequent references; and |
ii. | Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
iShares® is a registered trademark of BlackRock, Inc. or its subsidiaries (BlackRock). Neither BlackRock nor the iShares® Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (BlackRock). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) | No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with BlackRock. |
6. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is required hereunder to update, supplement or otherwise amend the 12d1-4 List.
If to the Acquiring Funds: |
If to the Acquired Funds: | |
As set forth on Schedule C |
iShares ETFs: | |
Email: Group12d14@blackrock.com | ||
BlackRock Mutual Funds and Active ETFs: | ||
Email: GroupOfficeofRegisteredFunds@blackrock.com |
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7. | Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. | Governing Law; Counterparts. |
(a) | This Agreement will be governed by Delaware law without regard to choice of law principles. |
(b) | This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. | Term and Termination; Assignment; Amendment. |
(a) | This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). |
(b) | This Agreement shall continue until terminated in writing by either party upon 30 days notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. |
(c) | This Agreement may not be assigned by either party without the prior written consent of the other. |
(d) | Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a writing that is signed by each affected party. |
(e) | In the case of BlackRock California Municipal Series Trust, BlackRock Equity Dividend Fund, BlackRock EuroFund, BlackRock Financial Institutions Series Trust, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V, BlackRock Multi-State Municipal Series Trust, BlackRock Municipal Series Trust and BlackRock Natural Resources Trust (each, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, |
6
officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant. |
10. | Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO,
ON BEHALF OF ITS APPLICABLE SERIES
By: | /s/ Todd Modic | |
Name: | Todd Modic | |
Title: | Senior Vice President |
[Remainder of page intentionally left blank; Acquired Fund signature page follows]
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THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES
BlackRock ETF Trust | ||
BlackRock ETF Trust II | ||
By: | /s/ Jennifer McGovern | |
Name: | Jennifer McGovern | |
Title: | Vice President |
THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES
iShares Trust | ||
iShares, Inc. | ||
iShares U.S. ETF Trust | ||
By: | /s/ Paul C. Lohrey | |
Name: | Paul C. Lohrey | |
Title: | Assistant Secretary |
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AMENDED AND RESTATED SCHEDULE A: Acquiring Funds
Last Updated: February 24, 2022
Voya Balanced Portfolio, Inc.
Voya Balanced Portfolio
Voya Equity Trust
Voya Global Multi-Asset Fund
Voya Investors Trust
Voya Balanced Income Portfolio
Voya Mutual Funds
Voya Global Diversified Payment Fund
Voya Global Perspectives Fund
Voya Partners, Inc.
Voya Index Solution 2025 Portfolio
Voya Index Solution 2030 Portfolio
Voya Index Solution 2035 Portfolio
Voya Index Solution 2040 Portfolio
Voya Index Solution 2045 Portfolio
Voya Index Solution 2050 Portfolio
Voya Index Solution 2055 Portfolio
Voya Index Solution 2060 Portfolio
Voya Index Solution 2065 Portfolio
Voya Index Solution Income Portfolio
Voya Solution 2025 Portfolio
Voya Solution 2030 Portfolio
Voya Solution 2035 Portfolio
Voya Solution 2040 Portfolio
Voya Solution 2045 Portfolio
Voya Solution 2050 Portfolio
Voya Solution 2055 Portfolio
Voya Solution 2060 Portfolio
Voya Solution 2065 Portfolio
Voya Solution Aggressive Portfolio
Voya Solution Balanced Portfolio
Voya Solution Conservative Portfolio
Voya Solution Income Portfolio
Voya Solution Moderately Aggressive Portfolio
Voya Solution Moderately Conservative Portfolio
Voya Separate Portfolios Trust
Voya Target In-Retirement Fund
Voya Target Retirement 2025 Fund
A-1
Voya Target Retirement 2030 Fund
Voya Target Retirement 2035 Fund
Voya Target Retirement 2040 Fund
Voya Target Retirement 2045 Fund
Voya Target Retirement 2050 Fund
Voya Target Retirement 2055 Fund
Voya Target Retirement 2060 Fund
Voya Target Retirement 2065 Fund
Voya Strategic Allocation Portfolios, Inc.
Voya Strategic Allocation Conservative Portfolio
Voya Strategic Allocation Growth Portfolio
Voya Strategic Allocation Moderate Portfolio
A-2
SCHEDULE B: Acquired Funds
Exchange-Traded Funds:
BlackRock ETF Trust
All Series
BlackRock ETF Trust II
All Series
iShares Trust
All Series
iShares, Inc.
All Series
iShares U.S. ETF Trust
All Series
This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the Ineligible Funds) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the Enumerated Funds), along with related requirements (the 12d1-4 List), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at https://www.ishares.com/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.
B-1
SCHEDULE C: Notice for Acquiring Funds
Gizachew Wubishet, Assistant Vice President and Counsel
c/o Voya Investment Management
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
Fax: 480-477-2744
Email: Gizachew.Wubishet@voya.com
With a copy to:
Joanne F. Osberg, Vice President and Senior Counsel
Attn: Legal Dept.
7337 E. Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258
Fax: 480-477-2744
Email: Joanne.Osberg@voya.com
C-1
Exhibit (h.32)
BLACKROCK RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the Agreement), dated as of February 17, 2022 (the Effective Date), is made by and between each registered open-end investment company (each, a Registrant), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. | Terms of Investment. |
(a) | In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) | In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
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(ii) | Timing/advance notice of redemptions. |
1. | With respect to Enumerated Funds (as defined on Schedule B), the Acquiring Fund will use reasonable efforts to provide the required advanced notification specified in the 12d1-4 List (as defined below). Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. This provision shall only apply in connection with any investment made by an Acquiring Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. | The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) | Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund. |
(b) | In order to assist the Acquiring Funds investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. |
2. | Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
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3. | Representations of the Acquiring Funds. |
(a) | In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. |
(b) | An Acquiring Fund shall promptly notify an Acquired Fund: |
i. | of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Funds total outstanding voting securities; |
ii. | of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities; |
iii. | where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Funds total outstanding voting securities; and |
iv. | if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), or (iii) above. |
(c) | Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) | The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the Acquiring Fund s full portfolio is sub-advised by any affiliate of BlackRock, Inc. |
(e) | An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Funds investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. |
(f) | Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in the Ineligible Funds (as defined in Schedule B) and that the Enumerated Funds are |
3
subject to certain additional conditions described on the list of Ineligible Funds and Enumerated Funds (the 12d1-4 List). Each Acquiring Fund acknowledges that the 12d1-4 List is available as described in Schedule B, and further acknowledges that it is an Acquiring Funds obligation to review the 12d1-4 List on an ongoing basis for any changes which may occur from time to time. |
4. | Indemnification. |
(a) | Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its 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 Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement. |
(b) | Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement. |
(c) | Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series. |
5. | Use of Name. |
(a) | To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial |
4
statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to: |
i. | Refer to such Acquired Fund by its legal name, for example, the iShares® [Index Provider (when required)] [Exposure] ETF (e.g., iShares U.S. Financial Services ETF or iShares Core S&P 500 ETF or iShares MSCI ACWI ETF) upon first reference to such Acquired Fund, and by its legal name or its ticker symbol for subsequent references; and |
ii. | Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
iShares® is a registered trademark of BlackRock, Inc. or its subsidiaries (BlackRock). Neither BlackRock nor the iShares® Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (BlackRock). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) | No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with BlackRock. |
6. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is required hereunder to update, supplement or otherwise amend the 12d1-4 List.
If to the Acquiring Funds: |
If to the Acquired Funds: | |
As set forth on Schedule C |
iShares ETFs: | |
Email: Group12d14@blackrock.com | ||
BlackRock Mutual Funds and Active ETFs: | ||
Email: GroupOfficeofRegisteredFunds@blackrock.com |
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7. | Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. | Governing Law; Counterparts. |
(a) | This Agreement will be governed by Delaware law without regard to choice of law principles. |
(b) | This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. | Term and Termination; Assignment; Amendment. |
(a) | This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). |
(b) | This Agreement shall continue until terminated in writing by either party upon 30 days notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. |
(c) | This Agreement may not be assigned by either party without the prior written consent of the other. |
(d) | Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a writing that is signed by each affected party. |
(e) | In the case of any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust (each, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of |
6
doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant. |
10. | Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES |
By: | /s/ Susan Walzer | |
Name: | Susan Walzer | |
Title: | SVP |
[Remainder of page intentionally left blank; Acquired Fund signature page follows]
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THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES |
BlackRock ETF Trust BlackRock ETF Trust II | ||
By: | /s/ Jennifer McGovern | |
Name: | Jennifer McGovern | |
Title: | Vice President |
THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF OF ITS APPLICABLE SERIES
iShares Trust | ||
iShares, Inc. | ||
iShares U.S. ETF Trust | ||
By: | /s/ Paul C. Lohrey | |
Name: | Paul C. Lohrey | |
Title: | Assistant Secretary |
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Schedule A: Acquiring Funds
Schedule B: Acquired Funds
Exchange-Traded Funds:
BlackRock ETF Trust
All Series
BlackRock ETF Trust II
All Series
iShares Trust
All Series
iShares, Inc.
All Series
iShares U.S. ETF Trust
All Series
This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the Ineligible Funds) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the Enumerated Funds), along with related requirements (the 12d1-4 List), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at https://www.ishares.com/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.
Schedule C: Notice for Acquiring Funds
Legal Department - Carillon Tower Advisers, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
Fax: (866) 208-0522
With a copy to:
Susan Walzer, SVP Fund Administration and Carrie Gill,
PFO and Treasurer
Carillon Family of Funds
880 Carillon Parkway, Building 6
St. Petersburg, FL 33716
Fax: 727-567-8655
Carolyn.Gill@CarillonTower.com and Susan.Walzer@CarillonTower.com