As filed with the U.S. Securities and Exchange Commission on April 12, 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. 2,538 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 2,538 | ☒ |
(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 iBonds Dec 2032
Term Treasury 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, |
■ | 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. |
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 iBonds Dec 2032 Term Treasury ETF1 (the “Fund”) | ____ | ______ |
1 | The iShares iBonds Dec 2032 Term Treasury ETF may also conduct business as the iBonds Dec 2032 Term Treasury ETF. |
• | 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 interacting with Authorized Participants and liquidity providers with respect to discussing custom basket proposals as described in the Custom Baskets section of this SAI. As part of these discussions, these employees may discuss with an Authorized Participant or liquidity provider the securities the Fund is willing to accept for a creation, and securities that the Fund will provide on a redemption. |
• | 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. |
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). | |||
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). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
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). | |||
Cecilia
H. Herbert (73) |
Trustee
(since 2005); Nominating and Governance and Equity Plus Committee Chairs (since 2022). |
Chair of the Finance Committee (since 2019) and Trustee and Member of the Finance, Audit and Quality Committees of Stanford Health Care (since 2016); Trustee of WNET, New York's public media company (since 2011) and Member of the Audit Committee (since 2018) and Investment Committee (since 2011); Chair (1994-2005) and Member (since 1992) of the Investment Committee, Archdiocese of San Francisco; Trustee of Forward Funds (14 portfolios) (2009-2018); Trustee of Salient MF Trust (4 portfolios) (2015-2018); Director (1998-2013) and President (2007-2011) of the Board of Directors, Catholic Charities CYO; Trustee (2002-2011) and Chair of the Finance and Investment Committee (2006-2010) of the Thacher School; Director of the Senior Center of Jackson Hole (since 2020). | Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Trustee of Thrivent Church Loan and Income Fund (since 2019). | |||
Drew
E. Lawton (63) |
Trustee
(since 2017); 15(c) Committee Chair (since 2017). |
Senior Managing Director of New York Life Insurance Company (2010-2015). | Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017). | |||
John
E. Martinez (60) |
Trustee
(since 2003); Securities Lending Committee Chair (since 2019). |
Director of Real Estate Equity Exchange, Inc. (since 2005); Director of Cloudera Foundation (2017-2020); and Director of Reading Partners (2012-2016). | Director of iShares, Inc. (since 2003); Trustee of iShares U.S. ETF Trust (since 2011). |
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. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
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). | ||
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 | |||
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 |
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 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 | |||||
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 |
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 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 | |||
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 | |||||
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 | |||
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 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
Madhav V. Rajan | None | None | None |
Name | iShares
iBonds Dec 2032 Term Treasury 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 |
Name | iShares
iBonds Dec 2032 Term Treasury ETF |
Pension
or Retirement Benefits Accrued As Part of Trust Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
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. |
James Mauro | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ___ | $___ | ||
Other Pooled Investment Vehicles | ___ | ___ | ||
Other Accounts | ___ | ___ |
Karen Uyehara | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ___ | $___ | ||
Other Pooled Investment Vehicles | ___ | ___ | ||
Other Accounts | ___ | ___ |
James Mauro | ||||
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 | ___ | ___ |
Karen Uyehara | ||||
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 # 2,538
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AllianceBernstein Global High Income Fund, Inc. |
AllianceBernstein National Municipal Income Fund, Inc. |
AB Multi-Manager Alternative Fund |
AB Bond Fund, Inc. |
AB Cap Fund, Inc. |
AB Core Opportunities Fund, Inc. |
AB Corporate Shares |
AB Discovery Growth Fund, Inc. |
AB Equity Income Fund, Inc. |
AB Fixed-Income Shares, Inc. |
AB Global Bond Fund, Inc. |
AB Global Real Estate Investment Fund, Inc. |
AB Global Risk Allocation Fund, Inc. |
AB High Income Fund, Inc. |
AB Institutional Funds, Inc. |
Franklin Fund Allocator Series |
Franklin Templeton ETF Trust |
Franklin Templeton Variable Insurance Products Trust |
Legg Mason Partners Variable Equity Trust |
FundX Investment Trust |
The Glenmede Fund, Inc. |
GMO Trust |
GMO Benchmark-Free Fund |
GMO Emerging Domestic Opportunities Fund |
GMO Climate Change Fund |
GMO Tax-Managed International Equities Fund |
GMO Strategic Opportunities Allocation Fund |
GPS Funds I |
GPS Funds II |
Savos Investments Trust |
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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 |
Columbia Funds Series 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 Fund 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 |
J.P. Morgan Mutual Fund Investment Trust |
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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 |
Fidelity Select Portfolios |
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 |
Ohio National Fund, Inc. |
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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 |
Variable Insurance Products Fund V |
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 |
Victory Portfolios II |
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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 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
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controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Section 17 of the Master Services Agreement between Registrant and State Street:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (Losses) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the State Street Infringement Items), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Funds combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Funds use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Streets failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
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
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Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRILs own willful misfeasance, willful misconduct or gross negligence or BRILs reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRILs material breach of this Agreement.
The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the Trust Indemnified Parties) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Trusts own willful misfeasance, willful misconduct or gross negligence or the Trusts reckless disregard of its obligations under the Distribution Agreement or (B) the Trusts material breach of the Distribution Agreement.
The Authorized Participant Agreement:
The Authorized Participant Agreement provides that the Authorized Participant (the Participant) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1 of the 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.
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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.
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. |
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BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
Director or Officer | Capacity with BIL | Principal Business(es) During Last Two Fiscal Years | ||
CHARRINGTON, NICHOLAS JAMES | DIRECTOR | Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the Joint Boards) | ||
CLAUSEN, CHRISTIAN | DIRECTOR | Senior Advisor of BlackRock, Inc. | ||
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 |
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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.
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 |
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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
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. 2,538 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 12th day of April, 2022.
iSHARES TRUST | ||||
By: |
| |||
Armando Senra* | ||||
President | ||||
Date: | April 12, 2022 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,538 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: | April 12, 2022 | |||
| ||||
John E. Martinez* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
Cecilia H. Herbert* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
John E. Kerrigan* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
Robert S. Kapito* | ||||
Trustee | ||||
Date: | April 12, 2022 |
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| ||||
Madhav V. Rajan* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
Jane D. Carlin* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
Drew E. Lawton* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
| ||||
Richard L. Fagnani* | ||||
Trustee | ||||
Date: | April 12, 2022 | |||
/s/ Trent W. Walker | ||||
Trent W. Walker* | ||||
Treasurer and Chief Financial Officer | ||||
Date: | April 12, 2022 |
/s/ Trent W. Walker | ||||
* | By: Trent W. Walker | |||
Attorney-in-fact | ||||
Date: | April 12, 2022 |
* |
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Exhibit Index
(h.33) | ETF Services Agreement. | |
(h.34) | Exhibit A to the ETF Services Agreement. |
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Exhibit (h.33)
ETF SERVICES AGREEMENT
THIS ETF SERVICES AGREEMENT (this Agreement) is made as of this 16th day of February, 2022, by and among the entities signatory hereto (each, a Company), on behalf of the respective funds and series thereof listed on Exhibit A hereto (each, a Fund and collectively, the Funds), BlackRock Fund Advisors (BFA), acting on behalf of the Companies and Funds, and BlackRock Investments, LLC (BRIL), a Delaware limited liability corporation, commencing for each such Fund upon its migration in accordance with Section 1.03.
WHEREAS, the Companies are each registered as an investment company with the U.S. Securities and Exchange Commission (the SEC) under the Investment Company Act of 1940, as amended (the 1940 Act), and their respective shares of beneficial interest (Shares) are registered with the SEC under the Securities Act of 1933, as amended (the 1933 Act); and
WHEREAS, the Companies create and redeem Shares of each Fund identified on Exhibit A hereto, on a continuous basis at their net asset value only in aggregations constituting Creation Units with Authorized Participants (each, as defined in the current Prospectus applicable to each Fund, as such term is defined in Section 3.02(g)); and
WHEREAS, the Companies currently employ a third-party service provider (the Provider) to provide certain order processing and other services with respect to the issuance and distribution of Creation Units of the Funds (the ETF Services); and
WHEREAS, BRIL is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA); and
WHEREAS, BRIL and its affiliates have developed an ETF servicing platform (the ESP) to facilitate the ETF Services for each Fund; and
WHEREAS, each Company desires to retain BRIL to provide the ETF Services as set forth in this Agreement for each Fund.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and intending to be legally bound, the parties hereby agree as follows:
SECTION 1 | APPOINTMENT; ETF SERVICES; MIGRATION |
1.01 Appointment. Each Company hereby appoints BRIL to provide the ETF Services for each Fund in accordance with the terms set forth in this Agreement. BRIL accepts such appointment and agrees to furnish certain related services as set forth in this Agreement.
1.02 ETF Services. BRIL will perform for each Fund the ETF Services as set out in Exhibit B hereto, as may be amended from time to time. BRIL agrees to use its best efforts to perform the ETF Services on a continuous basis.
1.03 Migration Plan from the Provider. Within thirty (30) days from the effective date of this Agreement, the parties will develop and agree on a migration plan with timelines
setting forth the parties commitment to migrate each function associated with the ETF Services from the Provider to BRIL to be performed on the ESP for the Funds in tranches. The parties agree to use reasonable efforts to discuss progress on an ongoing basis and may mutually agree to modify the migration plan from time to time. BRIL shall use its commercially reasonable efforts to accomplish the migration within the timeframes set forth in the agreed migration plan. BRIL acknowledges that it may become necessary to commit additional resources and personnel in order to satisfy such timelines, and further acknowledges that any costs associated with such additional resources or personnel will be borne by BRIL unless otherwise agreed to with the Companies.
SECTION 2 | SERVICE LEVELS |
2.01 Service Levels. Exhibit C, as may be amended from time to time, sets forth the Service Levels applicable to the ETF Services. Service Levels means the ETF Service levels and Key Performance Indicators and the respective obligations of BRIL and the applicable Funds in relation thereto. Key Performance Indicators means the Service Levels that are designated as critical service levels in Exhibit C. BRIL will perform the ETF Services in accordance with the Service Levels. Subject to the terms and conditions of this Agreement, each party will perform its obligations under the Exhibit C.
2.02 Governance, Meetings and Reports. BRIL acknowledges and agrees that one of the key business requirements of the Funds is for BRIL to provide the ETF Services in a consistent, integrated manner. To meet such requirement, BRIL will organize its relationship with the Funds and its service delivery team in accordance with the processes and procedures set forth in Exhibit C and this Section 2. BRIL and BFA, on behalf of the Funds, will meet bi-annually to discuss the performance of the ETF Services and mutually agree to any changes to the Service Levels as necessary to accurately reflect the then-current Service Levels. During such bi-annual discussions, the parties shall review the Service Levels and make adjustments to them as appropriate to reflect changing business needs or improved performance capabilities associated with advances in technology and methods used to perform the ETF Services. BRIL and BFA, on behalf of the Funds, will meet annually to discuss and mutually agree to any changes to the ETF Servicing Fees (as defined in Section 4.01), subject to approval by the Companies.
SECTION 3 | REPRESENTATIONS, WARRANTIES AND COVENANTS |
3.01 Representations, Warranties and Covenants of the Companies. Each Company and/or Fund, as applicable, represents, warrants and covenants that:
(a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;
(b) this Agreement has been duly authorized by the board of trustees/directors of the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law);
ETF Services Agreement | 2 |
(c) each Fund shall perform any obligations identified in this Agreement as obligations of the Company;
(d) it is not a party to any, and there are no, pending or, to the Companys knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, Actions) of any nature against it or its properties or assets which would reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets that would prohibit its ability to perform its obligations hereunder, in each case as of the date of this Agreement;
(e) it is registered with the SEC as an investment company under the 1940 Act, and each applicable Fund is a separate series of the Company and has obtained all registrations required under applicable law to make a public offering of the Shares;
(f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (collectively, the USA PATRIOT Act) and the applicable rules and regulations adopted by the, U.S. Treasury Department, including the Office of Foreign Asset Control (OFAC), Financial Crimes and Enforcement Network (FinCEN) and the SEC; and
(g) it has an anti-money laundering program (AML Program), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures.
3.02 Representations, Warranties and Covenants of BRIL. BRIL hereby represents, warrants and covenants to each Company as follows:
(a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;
(b) it has full power, right and authority to execute and deliver this Agreement; the execution and delivery of this Agreement has been duly and validly authorized and approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law);
ETF Services Agreement | 3 |
(c) it is not a party to any, and there are no, pending or, to BRILs knowledge, threatened Actions of any nature against it or its properties or assets which would reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets that would prohibit its ability to perform its obligations hereunder, in each case as of the date of this Agreement;
(d) it is registered as a broker-dealer with the SEC under the 1934 Act;
(e) it is and will remain in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all applicable provisions of the 1940 Act, the 1934 Act or the rules and regulations of any securities association registered under the 1934 Act and the rules and regulations adopted under the 1940 Act or 1934 Act, including without limitation any net capital requirements;
(f) it is a member in good standing of FINRA and will act in material compliance with all applicable FINRA rules as they relate to the ETF Services performed pursuant to this Agreement;
(g) it shall not give any information or make any representations relating to the Company other than those contained in the current Prospectus of the Company filed with the SEC or contained in shareholder reports or other material that may be prepared by or on behalf of the Company for BRILs use. As used in this Agreement, the term, Prospectus means the registration statement of the applicable Fund as amended or supplemented and currently in effect;
(h) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities including without limitation the USA PATRIOT Act and the applicable rules and regulations adopted by the, U.S. Treasury Department, including OFAC, FinCEN and the SEC;
(i) it has an AML Program compliant in all material respects with the USA PATRIOT Act, as applicable to its business as a registered broker-dealer, that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; and
(j) it will maintain compliance policies and procedures reasonably designed to prevent violations of the federal securities laws with respect to BRILs provision of ETF Services to the Company under this Agreement.
ETF Services Agreement | 4 |
SECTION 4 | COMPENSATION AND EXPENSES |
4.01 BRIL will be responsible for collecting from Authorized Participants in connection with transactions involving Creation Units of the Funds fees in connection with providing the ETF Services (ETF Servicing Fees). BRIL will calculate ETF Servicing Fees at the rates set forth in Exhibit D, as may be amended from time to time. BRIL will also be responsible for collecting from Authorized Participants any costs charged by a Fund custodian in connection with transactions involving Creation Units of the Funds (Custody Transaction Costs). BRIL will reimburse Custody Transaction Costs to Fund custodians according to the amounts invoiced by such Fund custodians, which are expected to approximate the costs by Fund custodians in providing services in connection with transactions involving Creation Units of the Funds. For the avoidance of doubt, BRIL may collect ETF Servicing Fees and Custody Transaction Costs as a single fee from Authorized Participants.
4.02 For the ETF Services rendered pursuant to this Agreement, BRIL will be entitled to retain all ETF Servicing Fees. For the avoidance of doubt, BRIL will not be entitled to retain any Custody Transaction Costs other than as required to facilitate reimbursement of Custody Transaction Costs to Fund custodians. BRIL, in its sole discretion, may waive ETF Servicing Fees and/or Custody Transaction Costs owed by any Authorized Participant; provided that BRIL will bear any Custody Transaction Costs in the event that BRIL waives such costs for an Authorized Participant.
4.03 BRIL will pay all of its costs and expenses (other than expenses and costs deemed payable by a Company or Fund, as may be set forth in Exhibit D from time to time, and other than expenses which one or more Authorized Participants may bear pursuant to any agreement with BRIL) incurred by it in connection with the performance of the ETF Services. Unless otherwise agreed in Exhibit D, BRIL will be responsible for the compensation of all subcontractors and other agents (in each case, to the extent selected by BRIL).
4.04 BRIL will be entitled to no other compensation pursuant to this Agreement other than the ETF Servicing Fees and any amounts that BRIL is expressly permitted to charge Authorized Participants under the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, BRIL and its affiliates may receive compensation or reimbursement from a Fund, a Company or BFA with respect to any services not included under this Agreement, as may be agreed upon by the parties from time to time. Neither any Company nor any Fund (nor BFA, on behalf of any Company or Fund) will be required to pay BRIL any amounts for or in connection with performing the ETF Services.
SECTION 5 | STANDARD OF CARE; LIMITATION OF LIABILITY AND INDEMNIFICATION |
5.01 It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BRIL owes no fiduciary duty to the Funds. BRIL shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees) incurred by the Funds, except to the extent those costs, expenses, damages, liabilities or claims result from BRILs material breach of this Agreement or BRILs negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder.
ETF Services Agreement | 5 |
5.02 BRIL shall be responsible for the performance only of such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, except for any subcontractor engaged by BRIL to provide services hereunder. BRIL shall have no liability for any costs, expenses, damages, liabilities or claims resulting from the performance or nonperformance of its duties hereunder except as provided in Section 5.01 above. In no event shall either party be liable to the other for special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever arising under or in connection with this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages.
5.03 BRIL shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation: fire; flood; earthquake; elements of nature or acts of God; wars; riots; civil disorders; rebellions or revolutions; acts of terrorism; pandemics; nationalization; expropriation; currency restrictions; political risk (including exchange control restrictions; confiscation; insurrection; civil strife or armed hostilities); an Industry Event, which means large-scale failure, malfunction or error of any third party telecommunications, electrical, mechanical, or technological infrastructure, service or system or other event that results in the closure of any securities, cash or other market(s) in which the Funds participate; or any industry-wide strike, lockout or labor dispute involving a partys personnel or refusal of such partys employees to enter a facility that is the subject of such a labor dispute, to the extent such refusal is based upon a reasonable fear of harm.
5.04 Each Company shall indemnify and hold BRIL and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by BRIL resulting from any claim, demand, action or suit in connection with BRIL entering into this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company or upon reasonable reliance on information or records given or made by the Company or BFA; provided that this indemnification shall not apply to actions or omissions of BRIL, or any subcontractor engaged by BRIL to provide services hereunder, or to their respective officers or employees in cases of its or their own negligence or willful misconduct.
5.05 The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.
SECTION 6 | TERM AND TERMINATION |
This Agreement will be effective with respect to each Company upon its execution and will continue in force unless terminated as provided herein. This Agreement may be terminated with respect to any Company, on behalf of all or part of its Funds, at any time without penalty by a vote of the trustees/directors of the Company, or by BRIL upon not less than sixty days prior written notice to the other party. In the event the Company gives notice of termination, all reasonable expenses associated with the movement (or duplication) of records and materials and
ETF Services Agreement | 6 |
conversion thereof to a successor service BRIL will be borne by the Company to the extent a reasonably detailed invoice of such expenses is provided to the Company. The provisions of Section 7.11 shall survive the termination of this Agreement.
SECTION 7 | MISCELLANEOUS |
7.01 Additional Funds. If additional series of exchange-traded products in addition to those listed in Exhibit A hereto are established and BFA or a Company, on behalf of such series, desires to have BRIL render the ETF Services under the terms of this Agreement, it shall so notify BRIL in writing, and if BRIL agrees in writing to provide such ETF Services (which agreement will not be unreasonably withheld, conditioned or delayed), such series of exchange-traded products shall each become a Fund hereunder and Exhibit A shall be appropriately amended.
7.02 Records. The books and records pertaining to each Company, which are in the possession or under the control of BRIL, will be the property of such Company. Such books and records will be prepared and maintained as required under the 1940 Act and Rules 17a-3 and 17a-4 under the 1934 Act, and other applicable securities laws, rules and regulations. Each Company and its authorized persons will have access to such books and records at all times during BRILs normal business hours. Upon the reasonable request of any Company, BRIL will make available copies of such books and records to such Company or its authorized persons, at the Companys expense.
7.03 Independent Contractor. BRIL will undertake and discharge its obligations hereunder as an independent contractor. Neither BRIL nor any of its officers, directors, employees or representatives is or will be an employee of a Fund in connection with the performance of BRILs duties hereunder. BRIL will be responsible for its own conduct and the employment, control, compensation and conduct of its agents and employees, and for any injury to such agents or employees or to others through its agents and employees. Any obligations of BRIL hereunder may be performed by one or more third parties or affiliates of BRIL.
7.04 Notices. Any formal notice, consent, approval, acceptance, agreement or other communication given pursuant to this Agreement will be in writing and will be effective either when delivered personally to the party for whom intended, by email (with confirmation of delivery) or overnight delivery services (with confirmation of delivery) (unless delivered after normal business hours, in which case it will be deemed the next business day), addressed to such parties as specified below. A party may designate a different address by notice to the other party given in accordance herewith.
For BRIL: | BlackRock Investments, LLC | |||
1 University Square Drive | ||||
Princeton, NJ 08540 | ||||
Attention: Legal and Compliance | ||||
Email: brokerdealer@blackrock.com | ||||
For a Company or Fund: | BlackRock Fund Advisors | |||
400 Howard Street | ||||
San Francisco, CA 94105 | ||||
Attention: Legal and Compliance | ||||
Email: deepa.damre@blackrock.com |
ETF Services Agreement | 7 |
7.05 Orders. Each Company reserves the right to reject any order, consistent with the provisions of the current Prospectus applicable to each Fund and any separate agreement governing transactions with Authorized Participants.
7.06 Suspension of Sale of Shares. Each Company shall have the right to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules and regulations thereunder.
7.07 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be amended or waived only by an instrument in writing signed by the party against which enforcement of such amendment or waiver is sought.
7.08 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the State of New York, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the latter will control.
7.09 Counterparts. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.
7.10 Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.
7.11 Confidential Information.
(a) BRIL and each Company (in such capacity, the Receiving Party) acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by BRIL and each Company (in such capacity, the Disclosing Party) in connection with this Agreement. The Receiving Party will not disclose or disseminate the
ETF Services Agreement | 8 |
Disclosing Partys Confidential Information to any Person other than (a) those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or (b) with respect to BRIL as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) will take all reasonable steps to prevent unauthorized access to the Disclosing Partys Confidential Information, and (b) will not use the Disclosing Partys Confidential Information, or authorize other Persons to use the Disclosing Partys Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, reasonable steps means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care.
(b) The term Confidential Information, as used herein, will mean all business strategies, plans and procedures, proprietary information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (Regulation S-P), promulgated under the Gramm-Leach-Bliley Act (the GLB Act)), of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.
(c) The provisions of this Section 7.11 respecting Confidential Information will not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange; provided, however, that the Receiving Party will advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure.
(d) The Receiving Party will advise its employees, agents, contractors, subcontractors and licensees, and will require its agents and affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Partys obligations of confidentiality and non-use under this Section 7.11, and will be responsible for ensuring compliance by its and its affiliates employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party will require all persons that are provided access to the Disclosing Partys Confidential Information, other than the Receiving Partys accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 7.11. The Receiving Party will promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Partys Confidential Information by such persons.
ETF Services Agreement | 9 |
(e) Notwithstanding anything in this Agreement to the contrary, each party hereto agrees that: (i) any Nonpublic Personal Information disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the ETF Services, and (ii) with respect to such information, each party will comply with Regulation S-P and the Act and will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the ETF Services or as otherwise permitted by Regulation S-P or the Act.
(f) Upon the Disclosing Partys written request following the termination of this Agreement, the Receiving Party promptly will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, the Receiving Party may retain one copy of each item of the Disclosing Partys Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law; provided, however, that all such Confidential Information retained by the Receiving Party will remain subject to the provisions of Section 7.11 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party will certify in writing its compliance with the provisions of this paragraph.
7.12 Use of Name.
(a) No Company will use the name of BRIL, or any of its affiliates, in any Prospectus, sales literature, and other material relating to such Company in any manner without the prior written consent of BRIL (which will not be unreasonably withheld or delayed); provided, however, that BRIL hereby approves all lawful uses of the names of BRIL and its affiliates in the Prospectus of each Company and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.
(b) Neither BRIL nor any of its affiliates will use the name of a Company in any publicly disseminated materials, including sales literature, in any manner other than with respect to representative client lists, without the prior written consent of such Company (which will not be unreasonably withheld or delayed); provided, however, that each Company and each Fund hereby approves all lawful uses of its name in any required regulatory filings of BRIL which merely refer in accurate terms to the appointment of BRIL hereunder, or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.
7.13 Insurance. Each of the parties hereby represents that it maintains adequate insurance coverage with respect to its responsibilities pursuant to this Agreement.
ETF Services Agreement | 10 |
IN WITNESS WHEREOF, the parties hereto have each duly executed this Agreement, as of the day and year above written.
BLACKROCK FUND ADVISORS, acting on behalf of each Fund listed in Exhibit A to this ETF Services Agreement | ||
By: | /s/ Debra Jelilian | |
Name: | Debra Jelilian | |
Title: | Managing Director | |
iSHARES, INC., on behalf of each of its series listed in Exhibit A to this ETF Services Agreement | ||
By: | /s/ Trent Walker | |
Name: | Trent Walker | |
Title: | Treasurer and Chief Financial Officer | |
iSHARES TRUST, on behalf of each of its series listed in Exhibit A to this ETF Services Agreement | ||
By: | /s/ Trent Walker | |
Name: | Trent Walker | |
Title: | Treasurer and Chief Financial Officer | |
iSHARES U.S. ETF TRUST, on behalf of each of its series listed in Exhibit A to this ETF Services Agreement | ||
By: | /s/ Trent Walker | |
Name: | Trent Walker | |
Title: Treasurer and Chief Financial Officer | ||
BLACKROCK INVESTMENTS, LLC | ||
By: | /s/ Gregory M. Rosta | |
Name: | Gregory M. Rosta | |
Title: | Director, Chief Compliance Officer |
ETF Services Agreement | 11 |
Exhibit (h.34)
EXHIBIT A
List of Funds
iShares, Inc.
iShares Asia/Pacific Dividend ETF |
iShares Core MSCI Emerging Markets ETF |
iShares Currency Hedged MSCI Emerging Markets ETF |
iShares Emerging Markets Dividend ETF |
iShares ESG Aware MSCI EM ETF |
iShares International High Yield 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 MSCI Australia ETF |
iShares MSCI Austria ETF |
iShares MSCI Belgium ETF iShares MSCI BIC ETF |
iShares MSCI Brazil ETF |
iShares MSCI Canada ETF |
iShares MSCI Chile ETF iShares MSCI Colombia ETF iShares MSCI Emerging Markets Asia ETF |
iShares MSCI Emerging Markets ETF |
iShares MSCI Emerging Markets ex China ETF iShares MSCI Emerging Markets Min Vol Factor ETF iShares MSCI Emerging Markets Multifactor ETF |
iShares MSCI Emerging Markets Small-Cap ETF |
iShares MSCI Eurozone ETF |
iShares MSCI France ETF |
iShares MSCI Frontier and Select EM ETF |
iShares MSCI Germany ETF iShares MSCI Global Agriculture Producers ETF iShares MSCI Global Energy Producers ETF iShares MSCI Global Gold Miners ETF iShares MSCI Global Metals & Mining Producers ETF iShares MSCI Global Min Vol Factor ETF iShares MSCI Global Silver and Metals Miners ETF |
iShares MSCI Hong Kong ETF |
iShares MSCI Israel ETF |
iShares MSCI Italy ETF |
iShares MSCI Japan ETF |
iShares MSCI Japan Small-Cap ETF |
iShares MSCI Malaysia ETF |
iShares MSCI Mexico ETF |
iShares MSCI Netherlands ETF |
iShares MSCI Pacific ex Japan ETF iShares MSCI Russia ETF |
iShares MSCI Singapore ETF |
iShares MSCI South Africa ETF |
iShares MSCI South Korea ETF |
iShares MSCI Spain ETF |
iShares MSCI Sweden ETF |
iShares MSCI Switzerland ETF |
iShares MSCI Taiwan ETF |
iShares MSCI Thailand ETF |
iShares MSCI Turkey ETF |
iShares MSCI USA Equal Weighted ETF iShares MSCI World ETF |
iShares US & Intl High Yield Corp Bond ETF |
iShares Trust
iShares 0-3 Month Treasury Bond ETF |
iShares 0-5 Year High Yield Corporate Bond ETF |
iShares 0-5 Year Investment Grade Corporate Bond ETF |
iShares 0-5 Year TIPS Bond ETF |
iShares 1-3 Year International Treasury Bond ETF |
iShares 1-3 Year Treasury Bond ETF |
iShares 1-5 Year Investment Grade Corporate Bond ETF |
iShares 3-7 Year Treasury Bond ETF |
iShares 5-10 Year Investment Grade Corporate Bond ETF |
iShares 7-10 Year Treasury Bond ETF |
iShares 10+ Year Investment Grade Corporate Bond ETF |
iShares 10-20 Year Treasury Bond ETF |
iShares 20+ Year Treasury Bond ETF |
iShares 25+ Year Treasury STRIPS Bond ETF |
iShares Aaa - A Rated Corporate Bond ETF |
iShares Agency Bond ETF |
iShares Asia 50 ETF |
iShares BBB Rated Corporate Bond ETF |
iShares BB Rated Corporate Bond ETF |
iShares Biotechnology ETF |
iShares Blockchain and Tech ETF |
iShares Broad USD High Yield Corporate Bond ETF |
iShares Broad USD Investment Grade Corporate Bond ETF |
iShares California Muni Bond ETF |
iShares China Large-Cap ETF |
iShares Cloud 5G and Tech ETF |
iShares CMBS ETF |
iShares Cohen & Steers REIT ETF |
iShares Convertible Bond ETF |
iShares Core 1-5 Year USD Bond ETF |
iShares Core 5-10 Year USD Bond ETF |
iShares Core 10+ Year USD Bond ETF |
iShares Core Aggressive Allocation ETF |
iShares Core Conservative Allocation ETF |
iShares Core Dividend Growth ETF |
iShares Core Growth Allocation ETF |
iShares Core High Dividend ETF |
iShares Core International Aggregate Bond ETF |
iShares Core Moderate Allocation ETF |
iShares Core MSCI EAFE ETF |
iShares Core MSCI Europe ETF |
iShares Core MSCI International Developed Markets ETF |
iShares Core MSCI Pacific ETF |
iShares Core MSCI Total International Stock ETF |
iShares Core S&P 500 ETF |
iShares Core S&P Mid-Cap ETF |
iShares Core S&P Small-Cap ETF |
iShares Core S&P Total U.S. Stock Market ETF |
iShares Core S&P U.S. Growth ETF |
iShares Core S&P U.S. Value ETF |
iShares Core Total USD Bond Market ETF |
iShares Core U.S. Aggregate Bond ETF |
iShares Core U.S. REIT ETF |
iShares Currency Hedged JPX-Nikkei 400 ETF |
iShares Currency Hedged MSCI ACWI ex U.S. ETF |
iShares Currency Hedged MSCI Canada ETF |
iShares Currency Hedged MSCI EAFE ETF |
iShares Currency Hedged MSCI EAFE Small-Cap ETF |
iShares Currency Hedged MSCI Eurozone ETF |
iShares Currency Hedged MSCI Germany ETF |
iShares Currency Hedged MSCI Japan ETF |
iShares Currency Hedged MSCI United Kingdom ETF |
iShares Cybersecurity and Tech ETF |
iShares Dow Jones U.S. ETF |
iShares Emergent Food and AgTech Multisector ETF |
iShares Emerging Markets Infrastructure ETF |
iShares ESG Advanced High Yield Corporate Bond ETF |
iShares ESG Advanced Investment Grade Corporate Bond ETF |
iShares ESG Advanced MSCI EAFE ETF |
iShares ESG Advanced MSCI EM ETF |
iShares ESG Advanced MSCI USA ETF |
iShares ESG Advanced Total USD Bond Market ETF |
iShares ESG Aware 1-5 Year USD Corporate Bond ETF |
iShares ESG Aware Aggressive Allocation ETF |
iShares ESG Aware Conservative Allocation ETF |
iShares ESG Aware Growth Allocation ETF |
iShares ESG Aware Moderate Allocation ETF |
iShares ESG Aware MSCI EAFE ETF |
iShares ESG Aware MSCI USA ETF |
iShares ESG Aware MSCI USA Small-Cap ETF |
iShares ESG Aware U.S. Aggregate Bond ETF |
iShares ESG Aware USD Corporate Bond ETF |
iShares ESG MSCI EM Leaders ETF |
iShares ESG MSCI USA Leaders ETF |
iShares ESG MSCI USA Min Vol Factor ETF |
iShares ESG Screened S&P 500 ETF |
iShares ESG Screened S&P Mid-Cap ETF |
iShares ESG Screened S&P Small-Cap ETF |
iShares Europe ETF |
iShares Expanded Tech Sector ETF |
iShares Expanded Tech-Software Sector ETF |
iShares Exponential Technologies ETF |
iShares Factors US Growth Style ETF |
iShares Factors US Value Style ETF |
iShares Fallen Angels USD Bond ETF |
iShares Floating Rate Bond ETF |
iShares Focused Value Factor ETF |
iShares Genomics Immunology and Healthcare ETF |
iShares Global 100 ETF |
iShares Global Clean Energy ETF |
iShares Global Comm Services ETF |
iShares Global Consumer Discretionary ETF |
iShares Global Consumer Staples ETF |
iShares Global Energy ETF |
iShares Global Financials ETF |
iShares Global Healthcare ETF |
iShares Global Industrials ETF |
iShares Global Infrastructure ETF |
iShares Global Materials ETF |
iShares Global REIT ETF |
iShares Global Tech ETF |
iShares Global Timber & Forestry ETF |
iShares Global Utilities ETF |
iShares GNMA Bond ETF |
iShares Government/Credit Bond ETF |
iShares High Yield Bond Factor ETF |
iShares iBonds 2022 Term High Yield and Income ETF |
iShares iBonds 2023 Term High Yield and Income ETF |
iShares iBonds 2024 Term High Yield and Income ETF |
iShares iBonds 2025 Term High Yield and Income ETF |
iShares iBonds 2026 Term High Yield and Income ETF |
iShares iBonds 2027 Term High Yield and Income ETF |
iShares iBonds 2028 Term High Yield and Income ETF |
iShares iBonds 2029 Term High Yield and Income ETF |
iShares iBonds Dec 2022 Term Corporate ETF |
iShares iBonds Dec 2022 Term Muni Bond ETF |
iShares iBonds Dec 2022 Term Treasury ETF |
iShares iBonds Dec 2023 Term Corporate ETF |
iShares iBonds Dec 2023 Term Muni Bond ETF |
iShares iBonds Dec 2023 Term Treasury ETF |
iShares iBonds Dec 2024 Term Corporate ETF |
iShares iBonds Dec 2024 Term Muni Bond ETF |
iShares iBonds Dec 2024 Term Treasury ETF |
iShares iBonds Dec 2025 Term Corporate ETF |
iShares iBonds Dec 2025 Term Muni Bond ETF |
iShares iBonds Dec 2025 Term Treasury ETF |
iShares iBonds Dec 2026 Term Corporate ETF |
iShares iBonds Dec 2026 Term Muni Bond ETF |
iShares iBonds Dec 2026 Term Treasury ETF |
iShares iBonds Dec 2027 Term Corporate ETF |
iShares iBonds Dec 2027 Term Muni Bond ETF |
iShares iBonds Dec 2027 Term Treasury ETF |
iShares iBonds Dec 2028 Term Corporate ETF |
iShares iBonds Dec 2028 Term Muni Bond ETF |
iShares iBonds Dec 2028 Term Treasury ETF |
iShares iBonds Dec 2029 Term Corporate ETF |
iShares iBonds Dec 2029 Term Treasury ETF |
iShares iBonds Dec 2030 Term Corporate ETF |
iShares iBonds Dec 2030 Term Treasury ETF |
iShares iBonds Dec 2031 Term Corporate ETF |
iShares iBonds Dec 2031 Term Treasury ETF |
iShares iBonds Mar 2023 Term Corporate ETF |
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF |
iShares iBoxx $ High Yield Corporate Bond ETF |
iShares iBoxx $ Investment Grade Corporate Bond ETF |
iShares India 50 ETF |
iShares Intermediate Government/Credit Bond ETF |
iShares International Developed Property ETF |
iShares International Developed Real Estate ETF |
iShares International Developed Small Cap Value Factor ETF |
iShares International Dividend Growth ETF |
iShares International Select Dividend ETF |
iShares International Treasury Bond ETF |
iShares Investment Grade Bond Factor ETF |
iShares J.P. Morgan USD Emerging Markets Bond ETF |
iShares JPX-Nikkei 400 ETF |
iShares Latin America 40 ETF |
iShares MBS ETF |
iShares Micro-Cap ETF |
iShares Morningstar Growth ETF |
iShares Morningstar Mid-Cap ETF |
iShares Morningstar Mid-Cap Growth ETF |
iShares Morningstar Mid-Cap Value ETF |
iShares Morningstar Multi-Asset Income ETF |
iShares Morningstar Small-Cap ETF |
iShares Morningstar Small-Cap Growth ETF |
iShares Morningstar Small-Cap Value ETF |
iShares Morningstar U.S. Equity ETF |
iShares Morningstar Value ETF |
iShares Mortgage Real Estate ETF |
iShares MSCI ACWI ETF |
iShares MSCI ACWI ex U.S. ETF |
iShares MSCI ACWI Low Carbon Target ETF |
iShares MSCI All Country Asia ex Japan ETF |
iShares MSCI Argentina and Global Exposure ETF |
iShares MSCI Brazil Small-Cap ETF |
iShares MSCI China A ETF |
iShares MSCI China ETF |
iShares MSCI China Multisector Tech ETF |
iShares MSCI China Small-Cap ETF |
iShares MSCI Denmark ETF |
iShares MSCI EAFE ETF |
iShares MSCI EAFE Growth ETF |
iShares MSCI EAFE Min Vol Factor ETF |
iShares MSCI EAFE Small-Cap ETF |
iShares MSCI EAFE Value ETF |
iShares MSCI Europe Financials ETF |
iShares MSCI Europe Small-Cap ETF |
iShares MSCI Finland ETF |
iShares MSCI Germany Small-Cap ETF |
iShares MSCI Global Multifactor ETF |
iShares MSCI Global Sustainable Development Goals ETF |
iShares MSCI India ETF |
iShares MSCI India Small-Cap ETF |
iShares MSCI Indonesia ETF |
iShares MSCI Intl Momentum Factor ETF |
iShares MSCI Intl Multifactor ETF |
iShares MSCI Intl Quality Factor ETF |
iShares MSCI Intl Size Factor ETF |
iShares MSCI Intl Small-Cap Multifactor ETF |
iShares MSCI Intl Value Factor ETF |
iShares MSCI Ireland ETF |
iShares MSCI Japan Equal Weighted ETF |
iShares MSCI Japan Value ETF |
iShares MSCI KLD 400 Social ETF |
iShares MSCI Kokusai ETF |
iShares MSCI Kuwait ETF |
iShares MSCI New Zealand ETF |
iShares MSCI Norway ETF |
iShares MSCI Peru ETF |
iShares MSCI Philippines ETF |
iShares MSCI Poland ETF |
iShares MSCI Qatar ETF |
iShares MSCI Saudi Arabia ETF |
iShares MSCI UAE ETF |
iShares MSCI United Kingdom ETF |
iShares MSCI United Kingdom Small-Cap ETF |
iShares MSCI USA ESG Select ETF |
iShares MSCI USA Mid-Cap Multifactor ETF |
iShares MSCI USA Min Vol Factor ETF |
iShares MSCI USA Momentum Factor ETF |
iShares MSCI USA Multifactor ETF |
iShares MSCI USA Quality Factor ETF |
iShares MSCI USA Size Factor ETF |
iShares MSCI USA Small-Cap Min Vol Factor ETF |
iShares MSCI USA Small-Cap Multifactor ETF |
iShares MSCI USA Value Factor ETF |
iShares National Muni Bond ETF |
iShares New York Muni Bond ETF |
iShares North American Natural Resources ETF |
iShares North American Tech-Multimedia Networking ETF |
iShares Paris-Aligned Climate MSCI USA ETF |
iShares Preferred and Income Securities ETF |
iShares Residential and Multisector Real Estate ETF |
iShares Robotics and Artificial Intelligence Multisector ETF |
iShares Russell 1000 ETF |
iShares Russell 1000 Growth ETF |
iShares Russell 1000 Value ETF |
iShares Russell 2000 ETF |
iShares Russell 2000 Growth ETF |
iShares Russell 2000 Value ETF |
iShares Russell 2500 ETF |
iShares Russell 3000 ETF |
iShares Russell Mid-Cap ETF |
iShares Russell Mid-Cap Growth ETF |
iShares Russell Mid-Cap Value ETF |
iShares Russell Top 200 ETF |
iShares Russell Top 200 Growth ETF |
iShares Russell Top 200 Value ETF |
iShares S&P 100 ETF |
iShares S&P 500 Growth ETF |
iShares S&P 500 Value ETF |
iShares S&P Mid-Cap 400 Growth ETF |
iShares S&P Mid-Cap 400 Value ETF |
iShares S&P Small-Cap 600 Growth ETF |
iShares S&P Small-Cap 600 Value ETF |
iShares Select Dividend ETF |
iShares Self-Driving EV and Tech ETF |
iShares Semiconductor ETF |
iShares Short-Term National Muni Bond ETF |
iShares Short Treasury Bond ETF |
iShares TIPS Bond ETF |
iShares Treasury Floating Rate Bond ETF |
iShares U.S. Aerospace & Defense ETF |
iShares U.S. Basic Materials ETF |
iShares U.S. Broker-Dealers & Securities Exchanges ETF |
iShares U.S. Consumer Discretionary ETF |
iShares U.S. Consumer Staples ETF |
iShares U.S. Dividend and Buyback ETF |
iShares U.S. Energy ETF |
iShares U.S. Financial Services ETF |
iShares U.S. Financials ETF |
iShares U.S. Fixed Income Balanced Risk Factor ETF |
iShares U.S. Healthcare ETF |
iShares U.S. Healthcare Providers ETF |
iShares U.S. Home Construction ETF |
iShares U.S. Industrials ETF |
iShares U.S. Infrastructure ETF |
iShares U.S. Insurance ETF |
iShares U.S. Medical Devices ETF |
iShares U.S. Oil & Gas Exploration & Production ETF |
iShares U.S. Oil Equipment & Services ETF |
iShares U.S. Pharmaceuticals ETF |
iShares U.S. Real Estate ETF |
iShares U.S. Regional Banks ETF |
iShares U.S. Technology ETF |
iShares U.S. Tech Breakthrough Multisector ETF |
iShares U.S. Telecommunications ETF |
iShares U.S. Transportation ETF |
iShares U.S. Treasury Bond ETF |
iShares U.S. Utilities ETF |
iShares US Small Cap Value Factor ETF |
iShares USD Bond Factor ETF |
iShares USD Green Bond ETF |
iShares Virtual Work and Life Multisector ETF |
iShares Yield Optimized Bond ETF |
iShares U.S. ETF Trust |
BlackRock Short Maturity Bond ETF BlackRock Short Maturity Municipal Bond ETF |
BlackRock Ultra Short-Term Bond ETF |
iShares Bloomberg Roll Select Commodity Strategy ETF |
iShares Commodity Curve Carry Strategy ETF |
iShares Evolved U.S. Consumer Staples ETF |
iShares Evolved U.S. Discretionary Spending ETF |
iShares Evolved U.S. Financials ETF |
iShares Evolved U.S. Healthcare Staples ETF |
iShares Evolved U.S. Innovative Healthcare ETF |
iShares Evolved U.S. Media and Entertainment ETF |
iShares Evolved U.S. Technology ETF |
iShares Gold Strategy ETF |
iShares GSCI Commodity Dynamic Roll Strategy ETF |
iShares Inflation Hedged Corporate Bond ETF |
iShares Interest Rate Hedged Corporate Bond ETF |
iShares Interest Rate Hedged Emerging Markets Bond ETF |
iShares Interest Rate Hedged High Yield Bond ETF |
iShares Interest Rate Hedged Long-Term Corporate Bond ETF |