UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22421
iShares MSCI Russia Capped ETF, Inc.
(Exact name of Registrant as specified in charter)
c/o: State Street Bank and Trust Company
1 Iron Street, Boston, MA 02210
(Address of principal executive offices) (Zip code)
The Corporation Trust Incorporated
351 West Camden Street, Baltimore, MD 21201
(Name and address of agent for service)
Registrants telephone number, including area code: 415-670-2000
Date of fiscal year end: August 31, 2014
Date of reporting period: August 31, 2014
Item 1. Reports to Stockholders.
AUGUST 31, 2014
2014 ANNUAL REPORT |
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iShares MSCI Russia Capped ETF, Inc.
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Managements Discussion of Fund Performance
iSHARES® MSCI RUSSIA CAPPED ETF
Performance as of August 31, 2014
Average Annual Total Returns | Cumulative Total Returns | |||||||||||||||||||||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||||||||||||||||||||
1 Year |
(7.00)% | (6.73)% | (6.65)% | (7.00)% | (6.73)% | (6.65)% | ||||||||||||||||||||
Since Inception |
(6.05)% | (6.07)% | (5.55)% | (21.15)% | (21.24)% | (19.55)% |
GROWTH OF $10,000 INVESTMENT
(SINCE INCEPTION AT NET ASSET VALUE)
The inception date of the Fund was 11/9/10. The first day of secondary market trading was 11/10/10.
Past performance is no guarantee of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. See About Fund Performance on page 7 for more information.
Shareholder Expenses | ||||||||||||||||||||||||||
Actual | Hypothetical 5% Return | |||||||||||||||||||||||||
Beginning Account Value (3/1/14) |
Ending Account Value (8/31/14) |
Expenses Paid During Period a |
Beginning Account Value (3/1/14) |
Ending Account Value (8/31/14) |
Expenses Paid During Period a |
Annualized Expense Ratio |
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$ | 1,000.00 | $ | 973.90 | $ | 3.08 | $ | 1,000.00 | $ | 1,022.10 | $ | 3.16 | 0.62% |
a | Expenses are calculated using the Funds annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days) and divided by the number of days in the year (365 days). See Shareholder Expenses on page 7 for more information. |
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE |
5 |
Managements Discussion of Fund Performance (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
The iShares MSCI Russia Capped ETF (the Fund) seeks to track the investment results of an index composed of Russian equities, as represented by the MSCI Russia 25/50 Index (the Index). The Fund invests in a representative sample of securities included in the Index that collectively has an investment profile similar to the Index. Due to the use of representative sampling, the Fund may or may not hold all of the securities that are included in the Index. For the 12-month period ended August 31, 2014 (the reporting period), the total return for the Fund was -7.00%, net of fees, while the total return for the Index was -6.65% during the reporting period.
As represented by the Index, the Russian stock market declined by nearly 7% for the reporting period, compared with a 20% gain for the broader emerging markets. The Russian economy continued to weaken during the reporting period, growing by just 0.8% for the 12 months ended June 30, 2014, down from 1.2% a year earlier. Commodities are the primary engine of Russias economy. Russia is the worlds largest oil producer and natural gas exporter, as well as a major producer of metals such as nickel and palladium. Declining demand for many commodities, particularly in Europe and emerging markets, led to mixed but generally lower commodity prices around the globe. In particular, the price of oil fell by nearly 10% for the reporting period.
Another factor contributing to the economic and equity market weakness in Russia during the reporting period was a territorial dispute with Ukraine. In March 2014, Russia annexed the Crimean Peninsula, an autonomous region within Ukraine, and has been subsequently involved in armed conflict along the Ukrainian border. In response, governments in North America, Europe, and elsewhere imposed sanctions against certain Russian officials and corporate entities, including limitations on business transactions and access to financial markets. Russia retaliated by banning food imports from sanctioning countries, which led to concerns about rising consumer prices within Russia.
Currency weakness also had a negative impact on Index performance for the reporting period. The U.S. dollar appreciated by 11% against the Russian ruble; a stronger U.S. dollar lowers international equity returns for U.S. investors.
* | Excludes money market funds. |
6 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Past performance is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Performance data current to the most recent month-end is available at www.iShares.com. Performance results assume reinvestment of all dividends and capital gain distributions and do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. The investment return and principal value of shares will vary with changes in market conditions. Shares may be worth more or less than their original cost when they are redeemed or sold in the market. Performance for certain funds may reflect a waiver of a portion of investment management fees. Without such waiver, performance would have been lower.
Net asset value or NAV is the value of one share of a fund as calculated in accordance with the standard formula for valuing mutual fund shares. The price used to calculate market return (Market Price) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of a fund are listed for trading, as of the time that such funds NAV is calculated. Since shares of a fund may not have traded in the secondary market until after the funds inception, for the period from inception to the first day of secondary trading, the NAV of the fund is used as a proxy for the Market Price to calculate market returns. Market and NAV returns assume that dividends and capital gain distributions have been reinvested at Market Price and NAV, respectively.
An index is a statistical composite that tracks a specified financial market or sector. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. Also, market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower.
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of fund shares and (2) ongoing costs, including management fees and other fund expenses. The expense example, which is based on an investment of $1,000 invested on March 1, 2014 and held through August 31, 2014, is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
Actual Expenses The table provides information about actual account values and actual expenses. To estimate the expenses that you paid on your account over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number for your Fund under the heading entitled Expenses Paid During Period.
Hypothetical Example for Comparison Purposes The table also provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense ratio and an assumed rate of return of 5% per year before expenses. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of fund shares. Therefore, the hypothetical examples are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
ABOUT FUND PERFORMANCE / SHAREHOLDER EXPENSES |
7 |
iSHARES® MSCI RUSSIA CAPPED ETF
August 31, 2014
8 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Statement of Assets and Liabilities
iSHARES® MSCI RUSSIA CAPPED ETF
August 31, 2014
ASSETS |
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Investments, at cost: |
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Unaffiliated |
$ | 358,554,234 | ||
Affiliated (Note 2) |
1,688,679 | |||
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Total cost of investments |
$ | 360,242,913 | ||
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Investments in securities, at fair value (Note 1): |
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Unaffiliated |
$ | 289,090,423 | ||
Affiliated (Note 2) |
1,688,679 | |||
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Total fair value of investments |
290,779,102 | |||
Cash |
113,426 | |||
Receivables: |
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Investment securities sold |
12,570,310 | |||
Due from custodian (Note 4) |
445,496 | |||
Dividends and interest |
86,851 | |||
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Total Assets |
303,995,185 | |||
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LIABILITIES |
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Payables: |
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Investment securities purchased |
14,070,249 | |||
Investment advisory fees (Note 2) |
149,649 | |||
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Total Liabilities |
14,219,898 | |||
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NET ASSETS |
$ | 289,775,287 | ||
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Net assets consist of: |
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Paid-in capital |
$ | 382,464,477 | ||
Undistributed net investment income |
7,650,856 | |||
Accumulated net realized loss |
(30,868,992 | ) | ||
Net unrealized depreciation |
(69,471,054 | ) | ||
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NET ASSETS |
$ | 289,775,287 | ||
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Shares outstandinga |
15,800,000 | |||
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Net asset value per share |
$ | 18.34 | ||
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a | $0.001 par value, number of shares authorized: 1 billion. |
See notes to financial statements.
FINANCIAL STATEMENTS |
9 |
Statement of Operations
iSHARES® MSCI RUSSIA CAPPED ETF
Year ended August 31, 2014
NET INVESTMENT INCOME |
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Dividends unaffiliateda |
$ | 11,515,203 | ||
Interest affiliated (Note 2) |
77 | |||
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Total investment income |
11,515,280 | |||
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EXPENSES |
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Investment advisory fees (Note 2) |
1,894,067 | |||
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Total expenses |
1,894,067 | |||
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Net investment income |
9,621,213 | |||
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NET REALIZED AND UNREALIZED GAIN (LOSS) |
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Net realized gain (loss) from: |
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Investments unaffiliated |
(24,206,364 | ) | ||
In-kind redemptions unaffiliated |
2,333,466 | |||
Foreign currency transactions |
(490,999 | ) | ||
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Net realized loss |
(22,363,897 | ) | ||
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Net change in unrealized appreciation/depreciation on: |
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Investments |
(21,138,737 | ) | ||
Translation of assets and liabilities in foreign currencies |
34,967 | |||
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Net change in unrealized appreciation/depreciation |
(21,103,770 | ) | ||
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Net realized and unrealized loss |
(43,467,667 | ) | ||
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NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (33,846,454 | ) | |
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a | Net of foreign withholding tax of $1,337,274. |
See notes to financial statements.
10 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Statements of Changes in Net Assets
iSHARES® MSCI RUSSIA CAPPED ETF
Year ended August 31, 2014 |
Year ended August 31, 2013 |
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INCREASE (DECREASE) IN NET ASSETS |
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OPERATIONS: |
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Net investment income |
$ | 9,621,213 | $ | 6,498,043 | ||||
Net realized loss |
(22,363,897 | ) | (3,455,562 | ) | ||||
Net change in unrealized appreciation/depreciation |
(21,103,770 | ) | (24,823,205 | ) | ||||
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Net decrease in net assets resulting from operations |
(33,846,454 | ) | (21,780,724 | ) | ||||
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DISTRIBUTIONS TO SHAREHOLDERS: |
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From net investment income |
(2,160,831 | ) | (5,545,678 | ) | ||||
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Total distributions to shareholders |
(2,160,831 | ) | (5,545,678 | ) | ||||
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CAPITAL SHARE TRANSACTIONS: |
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Proceeds from shares sold |
333,077,754 | 384,012,350 | ||||||
Cost of shares redeemed |
(317,805,980 | ) | (193,201,247 | ) | ||||
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Net increase in net assets from capital share transactions |
15,271,774 | 190,811,103 | ||||||
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INCREASE (DECREASE) IN NET ASSETS |
(20,735,511 | ) | 163,484,701 | |||||
NET ASSETS |
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Beginning of year |
310,510,798 | 147,026,097 | ||||||
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End of year |
$ | 289,775,287 | $ | 310,510,798 | ||||
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Undistributed net investment income included in net assets at end of year |
$ | 7,650,856 | $ | 681,247 | ||||
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SHARES ISSUED AND REDEEMED |
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Shares sold |
16,800,000 | 17,850,000 | ||||||
Shares redeemed |
(16,650,000 | ) | (9,150,000 | ) | ||||
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Net increase in shares outstanding |
150,000 | 8,700,000 | ||||||
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See notes to financial statements.
FINANCIAL STATEMENTS |
11 |
iSHARES® MSCI RUSSIA CAPPED ETF
(For a share outstanding throughout each period)
Year ended Aug. 31, 2014 |
Year ended Aug. 31, 2013 |
Year ended Aug. 31, 2012 |
Period from to Aug. 31, 2011 |
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Net asset value, beginning of period |
$ | 19.84 | $ | 21.15 | $ | 25.13 | $ | 25.00 | ||||||||
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Income from investment operations: |
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Net investment incomeb |
0.63 | 0.62 | 0.50 | 0.45 | ||||||||||||
Net realized and unrealized gain (loss)c |
(2.00 | ) | (1.35 | ) | (4.00 | ) | 0.03 | |||||||||
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Total from investment operations |
(1.37 | ) | (0.73 | ) | (3.50 | ) | 0.48 | |||||||||
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Less distributions from: |
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Net investment income |
(0.13 | ) | (0.58 | ) | (0.48 | ) | (0.35 | ) | ||||||||
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Total distributions |
(0.13 | ) | (0.58 | ) | (0.48 | ) | (0.35 | ) | ||||||||
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Net asset value, end of period |
$ | 18.34 | $ | 19.84 | $ | 21.15 | $ | 25.13 | ||||||||
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Total return |
(7.00 | )% | (3.40 | )% | (13.75 | )% | 1.76 | %d | ||||||||
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Ratios/Supplemental data: |
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Net assets, end of period (000s) |
$ | 289,775 | $ | 310,511 | $ | 147,026 | $ | 111,835 | ||||||||
Ratio of expenses to average net assetse |
0.62 | % | 0.61 | % | 0.61 | % | 0.58 | % | ||||||||
Ratio of net investment income to average net assetse |
3.14 | % | 2.87 | % | 2.22 | % | 1.99 | % | ||||||||
Portfolio turnover ratef |
15 | % | 14 | % | 16 | % | 22 | % |
a | Commencement of operations. |
b | Based on average shares outstanding throughout each period. |
c | The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Funds underlying securities. |
d | Not annualized. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rates exclude portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
See notes to financial statements.
12 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
iSHARES® MSCI RUSSIA CAPPED ETF
iShares MSCI Russia Capped ETF, Inc. (the Company) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Company was incorporated under the laws of the State of Maryland on May 21, 2010 pursuant to amended and restated Articles of Incorporation.
These financial statements relate only to the following fund (the Fund):
iShares ETF | Diversification Classification | |
MSCI Russia Capped |
Non-diversified |
The investment objective of the Fund is to seek investment results that correspond generally to the price and yield performance, before fees and expenses, of its underlying index. The investment adviser uses a passive or index approach to try to achieve the Funds investment objective.
Pursuant to the Companys organizational documents, the Funds officers and directors are indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
PROPOSED FUND REORGANIZATION
The Fund was organized in November 2010. Unlike other iShares ETFs, the Fund was not organized as a series of iShares, Inc. or iShares Trust. In order to address a concern about a potential issue under Russian law, the Fund was organized as a separate legal entity from iShares, Inc. and iShares Trust.
The staff of the Securities and Exchange Commission (SEC) has expressed the view that, as a result of the Fund being organized as a legal entity separate from iShares, Inc. and iShares Trust, the Fund is not covered by the iShares exemptive relief that permits various iShares funds to operate as ETFs. The SEC staff is reviewing this issue and has begun investigating with requests for further information. The SEC staff has not instructed the Fund to modify or cease operations. The Fund represents that since its inception it has operated in a manner consistent with other iShares ETFs.
On August 14, 2014, in order to address the SEC staffs concerns on a going forward basis, the Board approved a proposal to reorganize the Fund into a newly created series of iShares, Inc. (the New Fund). (The proposed transaction is referred to as the Reorganization.) If the Reorganization is approved by shareholders of the Fund, the Fund would be reorganized into the New Fund, which would carry on the Funds business as an ETF under the iShares exemptive relief. The New Fund will have the same investment objective, investment strategy, risks and policies, operating expenses, investment adviser, portfolio managers and directors and officers as the Fund, and will be operated in the same manner as the Fund but as a series of a different legal entity. The proposed Reorganization is not related to any ongoing Russian market activity, the current political situation in Russia or recent U.S. and other sanctions impacting Russia.
After the Reorganization, the Fund would be organized as a series of iShares, Inc. and, like other series of iShares, Inc. or iShares Trust, would be covered by the exemptive relief described above. If the conditions of the Reorganization are met, the Reorganization is currently expected to occur in the first quarter of 2015.
NOTES TO FINANCIAL STATEMENTS |
13 |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
1. | SIGNIFICANT ACCOUNTING POLICIES |
The following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 (ASC 946).
SECURITY VALUATION
The Funds investments are valued at fair value each day that the Funds listing exchange is open and, for financial reporting purposes, as of the report date should the reporting period end on a day that the Funds listing exchange is not open. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The BlackRock Global Valuation Methodologies Committee (the Global Valuation Committee) provides oversight of the valuation of investments for the Fund. The investments of the Fund are valued pursuant to policies and procedures developed by the Global Valuation Committee and approved by the Board of Directors of the Company (the Board).
| Equity investments traded on a recognized securities exchange are valued at that days last reported trade price or the official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last traded price. |
| Open-end U.S. mutual funds are valued at that days published net asset value (NAV). |
In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the fair value of such investment or if a price is not available, the investment will be valued based upon other available factors deemed relevant by the Global Valuation Committee, in accordance with policies approved by the Board. These factors include but are not limited to (i) attributes specific to the investment; (ii) the principal market for the investment; (iii) the customary participants in the principal market for the investment; (iv) data assumptions by market participants for the investment, if reasonably available; (v) quoted prices for similar investments in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and/or default rates. Valuations based on such factors are reported to the Board on a quarterly basis.
The Global Valuation Committee employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Companys pricing vendors, a regular review of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices, reviews of large movements in market values, and reviews of market related activity.
Fair value pricing could result in a difference between the prices used to calculate the Funds net asset value and the prices used by the Funds underlying index, which in turn could result in a difference between the Funds performance and the performance of the Funds underlying index.
Various inputs are used in determining the fair value of financial instruments. Inputs may be based on independent market data (observable inputs) or they may be internally developed (unobservable inputs). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for a financial
14 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
instrument within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The categorization of a value determined for a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and is not necessarily an indication of the risk associated with investing in the instrument. The three levels of the fair value hierarchy are as follows:
| Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; |
| Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| Level 3 Unobservable inputs for the asset or liability, including the Global Valuation Committees assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. In accordance with the Companys policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period.
As of August 31, 2014, the value of each of the Funds investments was classified as Level 1. The breakdown of the Funds investments into major categories is disclosed in its schedule of investments.
SECURITY TRANSACTIONS AND INCOME RECOGNITION
Security transactions are accounted for on trade date. Dividend income and capital gain distributions, if any, are recognized on the ex-dividend date, net of any foreign taxes withheld at source. Any taxes withheld that are reclaimable from foreign tax authorities as of August 31, 2014 are reflected in dividends receivable. Non-cash dividends received in the form of stock in an elective dividend, if any, are recorded as dividend income at fair value. Distributions received by the Fund may include a return of capital that is estimated by management. Such amounts are recorded as a reduction of the cost of investments or reclassified to capital gains. Interest income is accrued daily. Realized gains and losses on investment transactions are determined using the specific identification method.
FOREIGN CURRENCY TRANSLATION
The accounting records of the Fund are maintained in U.S. dollars. Foreign currencies, as well as investment securities and other assets and liabilities denominated in foreign currencies, are translated into U.S. dollars using exchange rates deemed appropriate by the investment adviser. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars on the respective dates of such transactions.
The Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of securities. Such fluctuations are reflected by the Fund as a component of realized and unrealized gains and losses from investments for financial reporting purposes.
FOREIGN TAXES
The Fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax
NOTES TO FINANCIAL STATEMENTS |
15 |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
regulations and rates that exist in the foreign jurisdictions in which the Fund invests. These foreign taxes, if any, are paid by the Fund and are reflected in its statement of operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as other foreign taxes, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of August 31, 2014, if any, are disclosed in the Funds statement of assets and liabilities.
DISTRIBUTIONS TO SHAREHOLDERS
Dividends and distributions paid by the Fund are recorded on the ex-dividend dates. Distributions are determined on a tax basis and may differ from net investment income and net realized capital gains for financial reporting purposes. Dividends and distributions are paid in U.S. dollars and cannot be automatically reinvested in additional shares of the Fund.
RECENT ACCOUNTING STANDARD
In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings, including securities lending. The guidance is effective for financial statements for fiscal years beginning after December 15, 2014, and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Funds financial statements and disclosures.
2. | INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
Pursuant to an Investment Advisory Agreement with the Company, BlackRock Fund Advisors (BFA) manages the investment of the Funds assets. BFA is a California corporation indirectly owned by BlackRock, Inc. (BlackRock). Under the Investment Advisory Agreement, BFA is responsible for substantially all expenses of the Fund, except interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution fees, litigation expenses and any extraordinary expenses.
For its investment advisory services to the Fund, BFA is entitled to an annual investment advisory fee based on the Funds allocable portion of the aggregate of the average daily net assets of the Fund and certain other iShares funds, as follows:
Investment Advisory Fee | Aggregate Average Daily Net Assets | ||||
0.74 | % | First $2 billion | |||
0.69 | Over $2 billion, up to and including $4 billion | ||||
0.64 | Over $4 billion, up to and including $8 billion | ||||
0.57 | Over $8 billion, up to and including $16 billion | ||||
0.51 | Over $16 billion, up to and including $32 billion | ||||
0.45 | Over $32 billion |
BlackRock Investments, LLC, an affiliate of BFA, is the distributor for the Fund. Pursuant to the distribution agreement, BFA is responsible for any fees or expenses for distribution services provided to the Fund.
The Fund may invest its positive cash balances in certain money market funds managed by BFA or an affiliate. The income earned on these temporary cash investments is included in Interest affiliated in the statement of operations.
16 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
The PNC Financial Services Group, Inc. is the largest stockholder of BlackRock and is considered to be an affiliate of the Fund for 1940 Act purposes.
Certain directors and officers of the Company are also officers of BlackRock Institutional Trust Company, N.A. and/or BFA.
3. | INVESTMENT PORTFOLIO TRANSACTIONS |
Purchases and sales of investments (excluding in-kind transactions and short-term investments) for the year ended August 31, 2014, were $57,965,027 and $46,675,870, respectively.
In-kind purchases and sales (see Note 4) for the year ended August 31, 2014, were $329,757,528 and $315,591,063, respectively.
4. | CAPITAL SHARE TRANSACTIONS |
Capital shares are issued and redeemed by the Fund only in aggregations of a specified number of shares or multiples thereof (Creation Units) at net asset value. Except when aggregated in Creation Units, shares of the Fund are not redeemable. Transactions in capital shares for the Fund are disclosed in detail in the statements of changes in net assets.
The consideration for the purchase of Creation Units of a fund in the Company generally consists of the in-kind deposit of a designated portfolio of securities and a specified amount of cash. Certain funds in the Company may be offered in Creation Units solely or partially for cash in U.S. dollars. Investors purchasing and redeeming Creation Units may pay a purchase transaction fee and a redemption transaction fee directly to State Street Bank and Trust Company, the Companys administrator, to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units, including Creation Units for cash. Investors transacting in Creation Units for cash may also pay an additional variable charge to compensate the relevant fund for certain transaction costs (i.e., stamp taxes, taxes on currency or other financial transactions, and brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in Proceeds from shares sold in the statement of changes in net assets.
From time to time, settlement of securities related to in-kind contributions or in-kind redemptions may be delayed. In such cases, securities related to in-kind contributions are reflected as Due from custodian and securities related to in-kind redemptions are reflected as Securities related to in-kind transactions in the statement of assets and liabilities.
5. | MARKET AND CREDIT RISK |
In the normal course of business, the Funds investment activities exposes it to various types of risk associated with the financial instruments and markets in which it invests. The significant types of financial risks the Fund is exposed to include market risk and credit risk. The Funds prospectus provides details of these and other types of risk.
BFA uses a passive or index approach to try to achieve the Funds investment objective following the securities included in its underlying index during upturns as well as downturns. BFA does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by BFA.
MARKET RISK
Market risk arises mainly from uncertainty about future values of financial instruments influenced by price, currency and interest rate movements. It represents the potential loss the Fund may suffer through holding market positions in the face of market movements. The Fund is exposed to market risk by virtue of its investment in equity instruments. The fair value of securities held
NOTES TO FINANCIAL STATEMENTS |
17 |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
by the Fund may decline due to general market conditions, economic trends or events that are not specifically related to the issuers of the securities including local, regional or global political, social or economic instability or to factors that affect a particular industry or group of industries. The extent of the Funds exposure to market risk is the market value of the investments held as shown in the Funds schedule of investments.
A diversified portfolio, where this is appropriate and consistent with a funds objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Funds portfolio are disclosed in its schedule of investments.
The Fund invests a substantial amount of its assets in securities of non-U.S. issuers that trade in non-U.S. markets. This involves certain considerations and risks not typically associated with securities of U.S. issuers. Such risks include, but are not limited to: generally less liquid and less efficient securities markets; generally greater price volatility; exchange rate fluctuations and exchange controls; imposition of restrictions on the expatriation of funds or other assets of the Fund; less publicly available information about issuers; the imposition of withholding or other taxes; higher transaction and custody costs; settlement delays and risk of loss attendant in settlement procedures; difficulties in enforcing contractual obligations; less regulation of securities markets; different accounting, disclosure and reporting requirements; more substantial governmental involvement in the economy; higher inflation rates; greater social, economic and political uncertainties; the risk of nationalization or expropriation of assets; and the risk of war. These risks are heightened for investments in issuers from countries with less developed markets.
The Fund invests all or substantially all of its assets in issuers located in a single country. When a fund concentrates its investments in this manner, it assumes the risk that economic, political and social conditions in that country may have a significant impact on its investment performance.
The United States and the European Union have imposed economic sanctions on certain Russian individuals and corporate entities which include prohibitions on transacting in or dealing in new debt or new equity of certain Russian issuers. Securities held by the Fund issued prior to the date of the sanctions being imposed are not currently subject to any restrictions under the sanctions. However, compliance with each of these sanctions may impair the ability of a Fund to buy, sell, hold, receive or deliver the affected securities or other securities of such issuers. The United States or the European Union could also institute broader sanctions on Russia. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. Sanctions may now, or in the future, result in retaliatory measures by Russia, including the immediate freeze of Russian assets. Sanctions could also result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities.
CREDIT RISK
Credit risk is the risk that an issuer or guarantor of debt instruments or the counterparty to a financial transaction, including derivatives contracts, repurchase agreements or loans of portfolio securities, is unable or unwilling to make timely interest and/or principal payments or to otherwise honor its obligations. BFA and its affiliates manage counterparty credit risk by entering into transactions only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds exposure to credit and counterparty risks with respect to those financial assets is approximated by their value recorded in the statement of assets and liabilities.
18 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
6. | INCOME TAX INFORMATION |
It is the policy of the Fund to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, and to annually distribute substantially all of its ordinary income and any net capital gains (taking into account any capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income and excise taxes. Accordingly, no provision for federal income taxes is required.
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. The following permanent differences as of August 31, 2014, attributable to passive foreign investment companies, foreign currency transactions and realized gains (losses) from in-kind redemptions, were reclassified to the following accounts:
Paid-in Capital |
Undistributed Net Investment Income/Distributions |
Undistributed Net Realized Gain/Accumulated Net Realized Loss |
||||||
$(1,959,063) | $ | (490,773) | $ | 2,449,836 |
The tax character of distributions paid during the years ended August 31, 2014 and August 31, 2013 was as follows:
2014 | 2013 | |||||||
Ordinary income |
$ | 2,160,831 | $ | 5,545,678 | ||||
|
|
|
|
|||||
As of August 31, 2014, the tax components of accumulated net earnings (losses) were as follows:
Undistributed Ordinary Income |
Capital Loss Carryforwards |
Net Unrealized Gains (Losses) a |
Qualified Late-Year Losses b |
Total | ||||||||||||
$ 7,787,480 |
$ | (8,260,181 | ) | $ | (80,045,392 | ) | $ | (12,171,097 | ) | $ | (92,689,190 | ) |
a | The difference between book-basis and tax-basis unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of unrealized gains on investments in passive foreign investment companies. |
b | The Fund has elected to defer certain qualified late-year losses and recognize such losses in the next taxable year. |
As of August 31, 2014, the Fund had non-expiring capital loss carryforwards in the amount of $8,260,181 available to offset future realized capital gains.
The Fund may own shares in certain foreign investment entities, referred to, under U.S. tax law, as passive foreign investment companies. The Fund may elect to mark-to-market annually the shares of each passive foreign investment company and would be required to distribute to shareholders any such marked-to-market gains.
As of August 31, 2014, the cost of investments for federal income tax purposes was $370,817,251. Net unrealized depreciation was $80,038,149, of which $1,523,871 represented gross unrealized appreciation on securities and $81,562,020 represented gross unrealized depreciation on securities.
NOTES TO FINANCIAL STATEMENTS |
19 |
Notes to Financial Statements (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
Management has analyzed tax laws and regulations and their application to the Fund as of August 31, 2014, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Funds financial statements.
7. | SUBSEQUENT EVENTS |
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued and other than the proposed fund reorganization disclosed on page 13 of this report, determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
20 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
iShares MSCI Russia Capped ETF, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of iShares MSCI Russia Capped ETF (the Fund) at August 31, 2014, the results of its operations, the changes in its net assets and its financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2014 by correspondence with the custodian, transfer agent and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
September 30, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
21 |
iSHARES® MSCI RUSSIA CAPPED ETF
For the fiscal year ended August 31, 2014, the Fund earned foreign source income of $12,852,477 and paid foreign taxes of $1,337,249 which it intends to pass through to its shareholders pursuant to Section 853 of the Internal Revenue Code (the Code).
Under Section 854(b)(2) of the Code, the Fund hereby designates the maximum amount of $3,498,080 as qualified dividend income for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended August 31, 2014.
In February 2015, shareholders will receive Form 1099-DIV which will include their share of qualified dividend income distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their income tax returns.
22 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract
iSHARES® MSCI RUSSIA CAPPED ETF
Under Section 15(c) of the Investment Company Act of 1940 (the 1940 Act), the Companys Board of Directors (the Board), including a majority of Directors who are not interested persons of the Company (as that term is defined in the 1940 Act) (the Independent Directors), is required annually to consider and approve the Investment Advisory Contract between the Company and BFA (the Advisory Contract) on behalf of the Fund. The Independent Directors requested, and BFA provided, such information as the Independent Directors, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Contract. A committee of Independent Directors (the 15(c) Committee), with independent counsel, met with management on March 12, 2014, May 6, 2014, and May 12, 2014, to discuss the types of information the Independent Directors required and the manner in which management would organize and present such information. At a meeting held on May 16, 2014, management presented preliminary information to the Board relating to the continuance of the Advisory Contract, and the Board, including the Independent Directors, reviewed and discussed such information at length. The Independent Directors requested from management certain additional information, which management agreed to provide. At a meeting held on June 12-13, 2014, the Board, including the Independent Directors, reviewed the additional information provided by management in response to these requests. After extensive discussions, the Board, including all of the Independent Directors, approved the continuance of the Advisory Contract for the Fund, based on a review of qualitative and quantitative information provided by BFA, including the additional information management provided at the request of the Independent Directors. The Board noted its satisfaction with the extent and quality of information provided and its frequent interactions with management, as well as the detailed responses and other information provided by BFA. The Board also noted that the Board and BFA agreed to discuss potential enhancements and adjustments to the 15(c) process for the coming year. The Independent Directors were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the Advisory Contract for the Fund, the Board, including the Independent Directors, considered the following factors, no one of which was controlling, and reached the following conclusions:
Expenses and Performance of the Fund The Board reviewed statistical information prepared by Lipper Inc. (Lipper), an independent provider of investment company data, regarding the expense ratio components, including actual advisory fees, waivers/reimbursements, and gross and net total expenses of the Fund in comparison with the same information for other exchange traded funds (including funds sponsored by an at cost service provider) and, in the limited instances where no comparable ETFs existed and the comparison group would not otherwise be reasonable in Lippers judgment, pure index institutional mutual funds, objectively selected by Lipper as comprising the Funds applicable peer group pursuant to Lippers proprietary ETF methodology (the Lipper Group). The Board noted that, prior to 2014, Lipper had used a different methodology to determine the Funds Lipper group, which included mutual funds, closed-end funds, exchange traded funds, and/or funds with differing investment objective classifications, investment focuses and other characteristics (e.g. actively managed funds and funds sponsored by at cost service providers), as applicable. The Board further noted that, after consideration by the 15(c) Committee, the Board determined to use instead Lippers proprietary ETF methodology to determine the Funds Lipper Group. This determination was based on, among other considerations, the increased number and types of ETFs available for comparative purposes than was the case in prior years. The Board was provided with a detailed description of Lippers proprietary ETF methodology used by Lipper to determine the applicable Lipper Group and to prepare this information. At the Boards request, Lipper provided, and the Board considered, information on the impact to the iShares funds comparative fee rankings that were attributable to the change from a pure index group methodology to Lippers proprietary ETF methodology. The Board further noted that due to the limitations in providing comparable funds in the Lipper Group, the statistical information provided in Lippers report may or may not provide meaningful direct comparisons to the Fund in all instances.
The Board also noted that the investment advisory fee rate and overall expenses for the Fund were lower than the median of the investment advisory fee rates and overall expenses of the funds in its Lipper Group.
In addition, the Board reviewed statistical information prepared by Lipper regarding the performance of the Fund for the one-, three-, five-, ten-year, and since inception periods, as applicable, and the last quarter period ended December 31, 2013, and a
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT |
23 |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
comparison of the Funds performance to its performance benchmark index for the same periods. To the extent that any of the comparison funds included in the Lipper Group track the same index as the Fund, Lipper also provided, and the Board reviewed, a comparison of the Funds performance to that of such relevant comparison funds for the same periods. The Board noted that the Fund generally performed in line with its respective performance benchmark index over the relevant periods. In considering this information, the Board noted that the Lipper Group may include funds that are not exchange traded funds or index funds, and that may have different investment objectives and/or benchmarks from the Fund. In addition, the Board noted that the Fund seeks to track its own benchmark index and that, during the prior year, the Board received periodic reports on the Funds performance in comparison with its relevant benchmark index. Such periodic comparative performance information, including detailed information on certain specific iShares funds requested by the Boards, was also considered.
Based on this review, the other factors considered at the meeting, and their general knowledge of ETF pricing, the Board concluded that the investment advisory fee rate and expense level and the historical performance of the Fund supported the Boards approval of the continuance of the Advisory Contract for the coming year.
Nature, Extent and Quality of Services Provided by BFA Based on managements representations, including information about recent and proposed enhancements to the iShares business, including with respect to shareholder servicing and support, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Contract for the coming year as compared to the scope of services provided by BFA during prior years. In reviewing the scope of these services, the Board considered BFAs investment philosophy and experience, noting that BFA and its affiliates have committed significant resources over time, including during the past year, to supporting the Fund and its shareholders. The Board acknowledged that resources to support the iShares funds and their shareholders have been added or enhanced in recent years, including in such areas as investor education, product management, customized portfolio consulting support, capital markets support, and proprietary risk and performance analytics tools. The Board also considered BFAs compliance program and its compliance record with respect to the Fund. In that regard, the Board noted that BFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and on other occasions as necessary and appropriate, and has provided information and made appropriate officers available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund, as well as the resources available to them in managing the Fund. In addition to the above considerations, the Board reviewed and considered detailed presentations regarding BFAs investment performance, investment and risk management processes and strategies provided at the June 12-13, 2014 meeting and throughout the previous year, and matters related to BFAs portfolio compliance policies and procedures. The Board noted that the Fund had met its investment objective consistently since its inception date.
Based on review of this information, and the performance information discussed above, the Board concluded that the nature, extent and quality of services provided by BFA to the Fund under the Advisory Contract supported the Boards approval of the continuance of the Advisory Contract for the coming year.
Costs of Services Provided to the Fund and Profits Realized by BFA and Affiliates The Board reviewed information about the profitability to BlackRock of the Fund based on the fees payable to BFA and its affiliates (including fees under the Advisory Contract), and all other sources of revenue and expense to BFA and its affiliates from the Funds operations for the last calendar year. The Board reviewed BlackRocks profitability methodology for the iShares funds, noting that the 15(c) Committee had focused on the methodology and proposed presentation during its meetings. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BTC from securities lending by the Fund. The Board also discussed BFAs profit margin as reflected in the Funds profitability analysis and reviewed information regarding potential economies of scale (as discussed below). Based on this review, the Board concluded that the profits realized by BFA and its
24 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
affiliates under the Advisory Contract and from other relationships between the Fund and BFA and/or its affiliates, if any, were within a reasonable range in light of the factors considered.
Economies of Scale The Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Funds assets, noting that the issue of economies of scale had been focused on extensively by the 15(c) Committee during its meetings and addressed by management. The Board and the 15(c) Committee reviewed information provided by BFA regarding scale benefits shared with the iShares funds through relatively low fee rates established at inception, breakpoints, waivers, or other fee reductions, as well as through additional investment in the iShares business and the provision of improved or additional infrastructure and services to the iShares funds and their shareholders. The Board and the 15(c) Committee received information regarding BlackRocks historical profitability, including BFAs and its affiliates costs in providing services. The cost information distinguished between fixed and variable costs, and explained how the level of fixed and variable costs, as well as the nature of such costs, may impact the existence or size of scale benefits. The Board noted that the Advisory Contract for the Fund already provided for breakpoints in the Funds investment advisory fee rate as the assets of the Fund, on an aggregated basis with the assets of certain other iShares funds, increase. The Board noted that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding new or revised breakpoints in the future. Based on this review, as well as the other factors considered at the meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the structure of the investment advisory fee rate reflects appropriate sharing of potential economies of scale with the Funds shareholders and supported the Boards approval of the continuance of the Advisory Contract for the coming year.
Fees and Services Provided for Other Comparable Funds/Accounts Managed by BFA and its Affiliates The Board received and considered information regarding the investment advisory/management fee rates for other funds/accounts in the U.S. for which BFA (or its affiliates) provides investment advisory/management services, including open-end and closed-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds, separately managed accounts, and institutional separate accounts (together, the Other Accounts), and acknowledged BFAs assertion that the iShares funds are fundamentally different investment vehicles from the Other Accounts. The Board noted that BFA and its affiliates do manage Other Accounts with a substantially similar investment objective and strategy as the Fund. The Board further noted that BFA provided the Board with detailed information regarding how the Other Accounts (particularly institutional clients) generally differ from the Fund, including in terms of the different, generally more extensive services provided to the Fund, as well as other significant differences in the approach of BFA and its affiliates to the Fund, on one hand, and Other Accounts, on the other. In that regard, the Board considered that the pricing of services to institutional clients is typically based on a number of factors beyond the nature and extent of the specific services to be provided and often depends on the overall relationship between the client and its affiliates and the adviser and its affiliates. In addition, the Board considered the relative complexity and inherent risks and challenges of managing and providing other services to the Fund, as a publicly traded exchange traded fund, as compared to the Other Accounts that are institutional clients in light of differing regulatory requirements and client-imposed mandates. The Board also considered the all-inclusive nature of the Funds advisory fee structure, and the Fund expenses borne by BFA under this arrangement. The Board noted that the investment advisory fee rate under the Advisory Contract for the Fund was generally higher than the investment advisory/management fee rates for the Other Accounts that are institutional clients of BFA (or its affiliates) and concluded that the differences appeared to be consistent with the factors discussed.
Other Benefits to BFA and/or its Affiliates The Board reviewed the fallout benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, such as payment of revenue to BTC, the Funds securities lending agent, for loaning portfolio securities (which was included in the profit margins reviewed by the Board pursuant to BFAs profitability methodology), and payment of advisory fees and/or administration fees to BFA and BTC (or their affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services and/or administration services. The Board noted that BFA generally does not use soft dollars or consider the value of research or
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT |
25 |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF
other services that may be provided to BFA (including its affiliates) in selecting brokers for portfolio transactions for the Fund. The Board further noted that any portfolio transactions on behalf of the Fund placed through a BFA affiliate or purchased from an underwriting syndicate in which a BFA affiliate participates, are reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. The Board concluded that any such ancillary benefits would not be disadvantageous to the Funds shareholders and thus would not alter the Boards conclusion with respect to the appropriateness of approving the continuance of the Advisory Contract for the coming year.
Based on the considerations described above, the Board determined that the Funds investment advisory fee rate under the Advisory Contract does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arms-length bargaining, and concluded that it is in the best interest of the Fund and its shareholders to approve the continuance of the Advisory Contract for the coming year.
26 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Supplemental Information (Unaudited)
iSHARES® MSCI RUSSIA CAPPED ETF
Premium/Discount Information
The table that follows presents information about the differences between the daily market price on secondary markets for shares of the Fund and the Funds net asset value. Net asset value, or NAV, is the price per share at which the Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The Market Price of the Fund generally is determined using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which the shares of the Fund are listed for trading, as of the time the Funds NAV is calculated. The Funds Market Price may be at, above or below its NAV. The NAV of the Fund will fluctuate with changes in the fair value of its portfolio holdings. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of the Fund on a given day, generally at the time NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV.
The following information shows the frequency distributions of premiums and discounts for the Fund included in this report. The information shown for the Fund is each full calendar quarter completed after the inception date of the Fund through the date of the most recent calendar quarter-end.
Each line in the table shows the number of trading days in which the Fund traded within the premium/discount range indicated. The number of trading days in each premium/discount range is also shown as a percentage of the total number of trading days in the period covered by the table. All data presented here represents past performance, which cannot be used to predict future results.
Period Covered: January 1, 2011 through June 30, 2014
Premium/Discount Range |
Number of Days |
Percentage of Total Days |
||||||
Greater than 4.5% |
1 | 0.11 | % | |||||
Greater than 4.0% and Less than 4.5% |
3 | 0.34 | ||||||
Greater than 3.5% and Less than 4.0% |
2 | 0.23 | ||||||
Greater than 3.0% and Less than 3.5% |
5 | 0.57 | ||||||
Greater than 2.5% and Less than 3.0% |
5 | 0.57 | ||||||
Greater than 2.0% and Less than 2.5% |
9 | 1.03 | ||||||
Greater than 1.5% and Less than 2.0% |
16 | 1.82 | ||||||
Greater than 1.0% and Less than 1.5% |
50 | 5.69 | ||||||
Greater than 0.5% and Less than 1.0% |
159 | 18.12 | ||||||
Between 0.5% and 0.5% |
458 | 52.17 | ||||||
Less than 0.5% and Greater than 1.0% |
88 | 10.03 | ||||||
Less than 1.0% and Greater than 1.5% |
42 | 4.78 | ||||||
Less than 1.5% and Greater than 2.0% |
20 | 2.28 | ||||||
Less than 2.0% and Greater than 2.5% |
8 | 0.91 | ||||||
Less than 2.5% and Greater than 3.0% |
3 | 0.34 | ||||||
Less than 3.0% and Greater than 3.5% |
5 | 0.57 | ||||||
Less than 3.5% and Greater than 4.0% |
1 | 0.11 | ||||||
Less than 4.0% and Greater than 4.5% |
1 | 0.11 | ||||||
Less than 4.5% and Greater than 5.0% |
1 | 0.11 | ||||||
Less than 5.0% |
1 | 0.11 | ||||||
|
|
|
|
|||||
878 | 100.00 | % | ||||||
|
|
|
|
SUPPLEMENTAL INFORMATION |
27 |
Director and Officer Information
iSHARES® MSCI RUSSIA CAPPED ETF, INC.
The Board of Directors has responsibility for the overall management and operations of the Company, including general supervision of the duties performed by BFA and other service providers. Each Director serves until he or she resigns, is removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is removed. Directors who are not interested persons (as defined in the 1940 Act) of the Company are referred to as independent directors (Independent Directors).
The registered investment companies advised by BFA or its affiliates are organized into one complex of closed-end funds, two complexes of open-end funds and one complex of exchange-traded funds (Exchange-Traded Fund Complex) (each, a BlackRock Fund Complex). The Fund is included in the BlackRock Fund Complex referred to as the Exchange-Traded Fund Complex. Each Director also serves as a Director of iShares, Inc., a Trustee of iShares Trust and a Trustee of iShares U.S. ETF Trust and, as a result, oversees a total of 312 funds (as of August 31, 2014) within the Exchange-Traded Fund Complex. With the exception of Robert S. Kapito and Mark Wiedman the address of each Director and Officer is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Weidman is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. The Board has designated Robert H. Silver as its Independent Chairman. Additional information about the Funds Directors and Officers may be found in the Funds combined Statement of Additional Information, which is available without charge, upon request, by calling toll-free 1-800-iShares (1-800-474-2737).
Interested Directors and Officers
Name (Age) | Position(s) | Principal Occupation(s) During the Past 5 Years |
Other Directorships Held By Director | |||
Robert S. Kapitoa (57) |
Director (since 2010). |
President and Director, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock, Inc.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 Childrens Cancer Fund (since 2002); President of the Board of Directors, Periwinkle Theatre for Youth (since 1983). | Trustee of iShares Trust (since 2009); Director of iShares, Inc. (since 2009); Trustee of iShares U.S. ETF Trust (since 2011). Director of BlackRock, Inc. (since 2006). | |||
Mark Wiedmanb (43) |
Director (since 2013). |
Managing Director, BlackRock, Inc. (since 2007); Global Head of iShares (since 2011); Head of Corporate Strategy, BlackRock, Inc. (2009-2011). | Trustee of iShares Trust (since 2013); Director of iShares, Inc. (since 2013); Trustee of iShares U.S. ETF Trust (since 2013); Director of PennyMac Financial Services, Inc. (since 2008). |
a | Robert S. Kapito is deemed to be an interested person (as defined in the 1940 Act) of the Company due to his affiliations with BlackRock, Inc. |
b | Mark Wiedman is deemed to be an interested person (as defined in the 1940 Act) of the Company due to his affiliations with BlackRock, Inc. and its affiliates. |
28 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Director and Officer Information (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF, INC.
Independent Directors
Name (Age) | Position(s) | Principal Occupation(s) During the Past 5 Years |
Other Directorships Held By Director | |||
Robert H. Silver (59) |
Director (since 2010); Independent Chairman (since 2012). |
President and Co-Founder of The Bravitas Group, Inc. (since 2006); Director and Vice Chairman of the YMCA of Greater NYC (2001-2011); Broadway Producer (2006-2011); Co-Founder and Vice President of Parentgiving Inc. (since 2008); Director and Member of the Audit and Compensation Committee of EPAM Systems, Inc. (2006-2009); President and Chief Operating Officer of UBS Financial Services Inc. (formerly Paine Webber Inc.) (2003-2005) and various executive positions with UBS and its affiliates (1988-2005); CPA and Audit Manager of KPMG, LLP (formerly Peat Marwick Mitchell) (1977-1983). | Trustee of iShares Trust (since 2007); Director of iShares, Inc. (since 2007); Trustee of iShares U.S. ETF Trust (since 2011); Independent Chairman of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (since 2012). | |||
Cecilia H. Herbert (65) |
Director (since 2010); Nominating and Governance Committee Chair and Equity Plus Committee Chair (since 2012). |
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; Member (since 1992) and Chair (1994-2005) of the Investment Committee, Archdiocese of San Francisco; Trustee and Member of the Investment Committee, WNET, the New York public broadcasting/media company (since 2011). | Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Director of Forward Funds (34 portfolios) (since 2009). | |||
Charles A. Hurty (70) |
Director (since 2010); Audit Committee Chair (since 2010). |
Retired; Partner, KPMG LLP (1968-2001). |
Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Director of GMAM Absolute Return Strategy Fund (1 portfolio) (since 2002); Director of SkyBridge Alternative Investment Multi-Adviser Hedge Fund Portfolios LLC (2 portfolio) (since 2002). | |||
John E. Kerrigan (59) |
Director (since 2010); Fixed Income Plus Committee Chair (since 2012). |
Chief Investment Officer, Santa Clara University (since 2002). | Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011). |
DIRECTOR AND OFFICER INFORMATION |
29 |
Director and Officer Information (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF, INC.
Independent Directors (Continued)
Name (Age) | Position(s) | Principal Occupation(s) During the Past 5 Years |
Other Directorships Held By Director | |||
John E. Martinez (53) |
Director (since 2010); Securities Lending Committee Chair (since 2012). |
Director of FirstREX Agreement Corp. (formerly EquityRock, Inc.) (since 2005). | Trustee of iShares Trust (since 2003); Director of iShares, Inc. (since 2003); Trustee of iShares U.S. ETF Trust (since 2011). | |||
George G.C. Parker (75) |
Director (since 2010). |
Dean Witter Distinguished Professor of Finance, Emeritus, Stanford University Graduate School of Business (Professor since 1973; Emeritus since 2006). | Trustee of iShares Trust (since 2000); Director of iShares, Inc. (since 2002); Trustee of iShares U.S. ETF Trust (since 2011); Director of Tejon Ranch Company (since 1999); Director of Threshold Pharmaceuticals (since 2004); Director of Colony Financial, Inc. (since 2009); Director of First Republic Bank (since 2010). | |||
Madhav V. Rajan (50) |
Director (since 2011); 15(c) Committee Chair (since 2012). |
Robert K. Jaedicke Professor of Accounting and Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business (since 2001); Professor of Law (by courtesy), Stanford Law School (since 2005); Visiting Professor, University of Chicago (Winter 2007-2008). | Trustee of iShares Trust (since 2011); Director of iShares, Inc. (since 2011); Trustee of iShares U.S. ETF Trust (since 2011); Director, Cavium, Inc. (since 2013). |
30 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Director and Officer Information (Continued)
iSHARES® MSCI RUSSIA CAPPED ETF, INC.
Officers
Name (Age) | Position(s) | Principal Occupation(s) During the Past 5 Years | ||
Manish Mehta (43) |
President (since 2013). |
Managing Director, BlackRock, Inc. (since 2009); Chief Operating Officer for iShares (since 2009); Head of Strategy and Corporate Development, BGI (2005-2009); Chief of Staff to the CEO, BGI (2005-2009). | ||
Jack Gee (54) |
Treasurer and Chief Financial Officer (since 2010). |
Managing Director, BlackRock, Inc. (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009); Director of Fund Administration of Intermediary Investor Business, BGI (2004-2009). | ||
Edward B. Baer (45) |
Vice President and Chief Legal Officer (since 2012). |
Managing Director of Legal & Compliance, BlackRock, Inc. (since 2006); Director of Legal & Compliance, BlackRock, Inc. (2004-2006). | ||
Eilleen M. Clavere (62) |
Secretary (since 2010). |
Director of Global Fund Administration, BlackRock, Inc. (since 2009); Director of Legal Administration of Intermediary Investor Business, BGI (2006-2009); Legal Counsel and Vice President of Atlas Funds, Atlas Advisers, Inc. and Atlas Securities, Inc. (2005-2006); Counsel of Kirkpatrick & Lockhart LLP (2001-2005). | ||
Scott Radell (45) |
Executive Vice President (since 2012). |
Managing Director, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BGI (2007-2009); Credit Portfolio Manager, BGI (2005-2007); Credit Research Analyst, BGI (2003-2005). | ||
Amy Schioldager (51) |
Executive Vice President (since 2010). |
Senior Managing Director, BlackRock, Inc. (since 2009); Global Head of Index Equity, BGI (2008-2009); Global Head of U.S. Indexing, BGI (2006-2008); Head of Domestic Equity Portfolio Management, BGI (2001-2006). | ||
Ira P. Shapiro (51) |
Vice President (since 2010). |
Managing Director, BlackRock, Inc. (since 2009); Head of Strategic Product Initiatives for iShares (since 2012); Chief Legal Officer, Exchange-Traded Fund Complex (2007-2012); Associate General Counsel, BGI (2004-2009). |
DIRECTOR AND OFFICER INFORMATION |
31 |
Notes:
32 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
Notes:
NOTES |
33 |
Notes:
34 | 2014 iSHARES ANNUAL REPORT TO SHAREHOLDERS |
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For more information visit www.iShares.com or call 1-800-474-2737
This report is intended for the Funds shareholders. It may not be distributed to prospective investors unless it is preceded or accompanied by the current prospectus.
Investing involves risk, including possible loss of principal.
The iShares Funds are distributed by BlackRock Investments, LLC (together with its affiliates, BlackRock).
The iShares Funds are not sponsored, endorsed, issued, sold or promoted by MSCI Inc., nor does this company make any representation regarding the advisability of investing in the iShares Funds. BlackRock is not affiliated with the company listed above.
A description of the policies that the Fund uses to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ending June 30 is available without charge, upon request, by calling toll free 1-800-474-2737; on the Funds website at www.iShares.com; and on the U.S. Securities and Exchange Commission (SEC) website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Form N-Q is available on the SECs website or may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund also discloses its complete schedule of portfolio holdings on a daily and monthly basis on the Funds website.
©2014 BlackRock, Inc. All rights reserved. iSHARES and BLACKROCK are registered trademarks of BlackRock Inc. or its subsidiaries. All other marks are the property of their respective owners.
iS-AR-87-0814
Item 2. Code of Ethics.
iShares MSCI Russia Capped ETF, Inc. (the Registrant) adopted a new code of ethics on July 1, 2011 that applies to persons appointed by the Registrants Board of Directors as the President and/or Chief Financial Officer, and any persons performing similar functions. For the fiscal year ended August 31, 2014, there were no amendments to any provision of the former and new codes of ethics, nor were there any waivers granted from any provision of the former and new codes of ethics. A copy of the new code of ethics is filed with this Form N-CSR under Item 12(a)(1).
Item 3. Audit Committee Financial Expert.
The Registrants Board of Directors has determined that the Registrant has more than one audit committee financial expert, as that term is defined under Item 3(b) and 3(c), serving on its audit committee. The audit committee financial experts serving on the Registrants audit committee are Charles A. Hurty, John E. Kerrigan, Robert H. Silver and Madhav V. Rajan, all of whom are independent, as that term is defined under Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
The principal accountant fees disclosed in items 4(a), 4(b), 4(c), 4(d) and 4(g) are for the series of the Registrant for which the fiscal year-end is August 31, 2014 (the Fund), and whose annual financial statements are reported in Item 1.
(a) | Audit Fees The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Funds annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were $15,300 for the fiscal year ended August 31, 2013 and $15,000 for the fiscal year ended August 31, 2014. |
(b) | Audit-Related Fees There were no fees billed for the fiscal years ended August 31, 2013 and August 31, 2014 for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Funds financial statements and are not reported under (a) of this Item. |
(c) | Tax Fees The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the review of the Funds tax returns and excise tax calculations, were $3,870 for the fiscal year ended August 31, 2013 and $3,677 for the fiscal year ended August 31, 2014. |
(d) | All Other Fees There were no other fees billed for the fiscal years ended August 31, 2013 and August 31, 2014 for products and services provided by the principal accountant, other than the services reported in (a) through (c) of this Item. |
(e) | (1) The Registrants audit committee charter, as amended, provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Registrants financial statements. The audit committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the Registrant or to any entity controlling, controlled by or under common control with the Registrants investment adviser (Adviser Affiliate) that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant. |
(2) There were no services described in (b) through (d) above (including services required by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) | None of the hours expended on the principal accountants engagement to audit the Funds financial statements for the fiscal year ended August 31, 2014 were attributable to work performed by persons other than the principal accountants full-time, permanent employees. |
(g) | The aggregate non-audit fees billed by the Registrants principal accountant for services rendered to the Fund, and rendered to the Registrants investment adviser, and any Adviser Affiliate that provides ongoing services to the Registrant for the last two fiscal years were, $3,864,761 for the fiscal year ended August 31, 2013 and $3,262,732 for the fiscal year ended August 31, 2014. |
(h) | The Registrants audit committee has considered whether the provision of non-audit services rendered to the Registrants investment adviser and any Adviser Affiliate that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining the principal accountants independence, and has determined that the provision of these services do not compromise the principal accountants independence. |
Item 5. Audit Committee of Listed Registrants.
The Registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrants audit committee members are Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, Robert H. Silver, John E. Martinez and Madhav V. Rajan.
Item 6. Investments.
(a) Schedules of investments are included as part of the reports to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to the Registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Directors.
Item 11. Controls and Procedures.
(a) | The President (the Registrants Principal Executive Officer) and Chief Financial Officer (the Registrants Principal Financial Officer) have concluded that, based on their evaluation as of a date within 90 days of the filing date of this report, the disclosure controls and procedures of the Registrant (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are reasonably designed to achieve the purposes described in Section 4(a) of the attached certification. |
(b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. Exhibits.
(a) (1) Code of Ethics for Senior Officers that is the subject of Item 2 is attached.
(a) (2) Section 302 Certifications are attached.
(a) (3) Not applicable to the Registrant.
(b) Section 906 Certifications are attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
iShares MSCI Russia Capped ETF, Inc.
By: | /s/ Manish Mehta | |
Manish Mehta, President (Principal Executive Officer) | ||
Date: | September 30, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Manish Mehta | |
Manish Mehta, President (Principal Executive Officer) | ||
Date: | September 30, 2014 | |
By: | /s/ Jack Gee | |
Jack Gee, Treasurer and Chief Financial Officer (Principal Financial Officer) | ||
Date: | September 30, 2014 |
N-CSR Exhibit for Item 12(a)(1): CODE OF ETHICS
CODE OF ETHICS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
As Adopted by the Directors/Trustees
The BlackRock Funds and iShares Funds (each, a Fund)1 are committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure financial and otherwise in compliance with applicable law. This Code of Ethics (the Code), applicable to each Funds Chief Executive Officer, President, Chief Financial Officer and Treasurer (or persons performing similar functions) (together, Senior Officers), sets forth policies to guide you in the performance of your duties and is for the purpose of promoting:
a) | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
b) | full, fair, accurate, timely and understandable disclosure in reports and documents that each Fund files with, or submits to, the Securities and Exchange Commission (the SEC) and in other public communications made by the Fund; |
c) | compliance with applicable laws and governmental rules and regulations; |
d) | the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and |
e) | accountability for adherence to this Code. |
Each Senior Officer must comply with applicable law. Each Senior Officer also has a responsibility to conduct himself or herself in an honest and ethical manner. Each Senior Officer has leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns.
This Code recognizes that the Senior Officers are subject to certain conflicts of interest inherent in the operation of investment companies, because the Senior Officers currently or may in the future serve as officers or employees of a Funds investment advisor (the Advisor) and/or affiliates of the Funds investment advisor (collectively, BlackRock) and as officers or directors/trustees of other registered investment companies and unregistered investment funds advised by BlackRock. This Code also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, each Fund or BlackRock governs the Senior Officers conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Fund, including:
a) | the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC (the 1940 Act); |
b) | the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC (the Advisers Act); |
c) | the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the 1940 Act (the Funds 1940 Act Code of Ethics); |
1 | This Joint Code of Ethics for Chief Executive and Senior Financial Officers has been adopted by the Board of Directors/Trustees for each Fund. Solely for the sake of clarity and simplicity, this Joint Code of Ethics has been drafted as if there is a single Fund, a single Governance Committee and a single Board of Directors/Trustees. The terms Directors/Trustees, Independent Directors/Trustees and Governance Committee mean the Directors/Trustees, the Independent Directors/Trustees and the Governance Committee or Nominating and Governance Committee of each Fund, respectively, unless the context otherwise requires. The Directors/Trustees, the Independent Directors/Trustees and the Governance Committee of each Fund, however, shall act separately and in the best interests of its respective Fund. |
d) | one or more codes of ethics adopted by BlackRock that have been reviewed and approved by the Independent Directors/Trustees (BlackRocks 1940 Act Code of Ethics and, together with the Funds 1940 Act Code of Ethics, the 1940 Act Codes of Ethics); |
e) | the policies and procedures adopted by the Fund to address conflict of interest situations, such as procedures under Rule 10f-3, Rule 12b-1(h), Rule 17e-1 and Rule 17a-7 under the 1940 Act (collectively, the Fund Policies); and |
f) | BlackRocks general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the BlackRock Policies). |
The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics, the Fund Policies and the BlackRock Policies are referred to herein collectively as the Additional Conflict Rules.
This Code is different from, and is intended to supplement, the Additional Conflict Rules. Accordingly, a violation of the Additional Conflict Rules by a Senior Officer is hereby deemed not to be a violation of this Code, unless and until the Independent Directors/Trustees shall determine that any such violation of the Additional Conflict Rules is also a violation of this Code of Ethics.
I. Senior Officers Should Act Honestly and Candidly
Each Senior Officer has a responsibility to each Fund to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity. Each Senior Officer must:
a) | engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
b) | act responsibly in producing and produce, full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submit to, the SEC and in other public communications made by the Funds; |
c) | act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules; |
d) | comply with the laws, rules and regulations that govern the conduct of each Funds operations and report any suspected violations thereof in accordance with the section below entitled Compliance With Code of Ethics; |
e) | adhere to a high standard of business ethics; and |
f) | promptly report suspected material violations of this Code, including violations of securities laws or other laws, rules and regulations applicable to the Funds, to BlackRocks General Counsel (the General Counsel) and the Audit Committee. |
Each Senior Officer must act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or BlackRocks policies, and place the interests of the Funds before the Senior Officers own personal interests.
II. Conflicts Of Interest
A conflict of interest for the purpose of this Code occurs when a Senior Officers private interests interfere in any way, or even appear to interfere, with the interests of a Fund.
Senior Officers are expected to use objective and unbiased standards when making decisions that affect a Fund, keeping in mind that Senior Officers are subject to certain inherent conflicts of interest because Senior Officers of each Fund also are or may be officers of BlackRock and other funds advised or serviced by BlackRock (as a result of which it is incumbent upon each Senior Officer to be familiar with and to seek to comply with the Additional Conflict Rules).
Each Senior Officer is required to conduct the business of a Fund in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships. When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to a Fund where a Senior Officer is receiving a personal benefit, he or she should act in accordance with the letter and spirit of this Code.
If a Senior Officer is in doubt as to the application or interpretation of this Code to himself or herself as a Senior Officer of a Fund, he or she should make full disclosure of all relevant facts and circumstances to the General Counsel and obtain the prior approval of the General Counsel prior to taking action.
Some conflict of interest situations that should always be approved by the General Counsel, if material, include the following:
a) | the receipt of any entertainment or non-nominal gift by the Senior Officer, or a member of his or her family, from any company with which a Fund has current or prospective business dealings (other than BlackRock), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
b) | any ownership interest in, or any consulting or employment relationship with, any of a Funds service providers, other than BlackRock; or |
c) | a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Senior Officers employment by BlackRock, such as compensation or equity ownership. |
III. Disclosures
It is the policy of each Fund to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that a Fund files with, or submits to, the SEC and in all other public communications made by the Fund. Each Senior Officer is required to promote compliance with this policy and to abide by each Funds standards, policies and procedures designed to promote compliance with this policy.
Each Senior Officer must:
a) | familiarize himself or herself with the disclosure requirements applicable to each Fund as well as the business and financial operations of the Fund; |
b) | not knowingly misrepresent, or cause others to misrepresent, facts about each Fund to others, including to the Directors/Trustees, the Funds independent auditors, the Funds counsel, counsel to the Independent Directors/Trustees, governmental regulators or self-regulatory organizations; |
c) | to the extent appropriate with his area of expertise, consult with other officers and employees of each Fund and its advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in public communications made by the Fund; and |
d) | use reasonable efforts to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
IV. Compliance with Code of Ethics
If a Senior Officer knows of or suspects a violation of this Code or other laws, regulations, policies or procedures applicable to each Fund, he or she must report that information on a timely basis to the General Counsel or report it anonymously by following the whistle blower policies adopted by the Fund from time to time. No one will be subject to retaliation because of a good faith report of a suspected violation.
Each Fund will follow these procedures in investigating and enforcing this Code, and in reporting on this Code:
a) | the General Counsel will take all appropriate action to investigate any actual or potential violations reported to him/her; |
b) | violations and potential violations will be reported to the Independent Directors/Trustees after such investigation; |
c) | if the Independent Directors/Trustees determine that a violation has occurred, they will take all appropriate disciplinary or preventive action; and |
d) | appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
Senior Officers must make this Code known to persons who might know of potential conflicts of interest, including any whistleblower policies that a Fund may adopt from time to time.
V. Accountability and Certification
Each Senior Officer must:
a) | upon receipt of this Code, sign and submit to the Board an acknowledgement stating that he or she has received, read and understands this Code on the certification attached hereto as Appendix I. |
b) | annually thereafter affirm to the Board that he or she has complied with the requirements of this Code and reported any violations of this Code on the certification attached hereto as Appendix I. |
VI. Waivers of Code of Ethics
Except as otherwise provided in this Code, the General Counsel is responsible for applying this Code to specific situations in which questions are presented to the General Counsel and has the authority to interpret this Code in any particular situation. The General Counsel shall take all action he or she considers appropriate to investigate any actual or potential violations reported under this Code.
The General Counsel is authorized to consult, as appropriate, with the Chairman of the Board and with counsel to each Fund, BlackRock or the Independent Directors/Trustees, and is encouraged to do so.
The Independent Directors/Trustees are responsible for granting waivers of this Code, as appropriate. Any changes to or waivers of this Code will, to the extent required, be disclosed on Form N-CSR as provided by SEC rules.
VII. Recordkeeping
Each Fund will maintain and preserve for a period of not less than six years from the date an action is taken, the first two years in an easily accessible place, a copy of the information or materials supplied to the Independent Directors/Trustees:
a) | that provided the basis for any amendment or waiver to this Code; and |
b) | relating to any violation of this Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Independent Directors/Trustees. |
VIII. Confidentiality
All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Independent Directors/Trustees and their counsel, each Fund and its counsel, BlackRock and its counsel and any other advisors, consultants or counsel retained by the Directors/Trustees, the Independent Directors/Trustees or any committee of the Directors/Trustees.
IX. Amendments
This Code may not be amended except in written form, which is specifically approved by a majority vote of the Directors/Trustees, including a majority of the Independent Directors/Trustees.
X. No Rights Created
This Code is a statement of certain fundamental principles, policies and procedures that govern each of the Senior Officers in the conduct of each Funds business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.
BlackRock Funds | iShares Funds | |||
Dated: | November 2007 | June 17, 2003 | ||
December 1, 2009 | ||||
Revised: | June 15-16, 2010 | |||
July 2011 |
APPENDIX I
FORM of CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics for Chief Executive and Senior Financial Officers of BlackRock Funds and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.
This is to further certify that I have complied with the requirements of such Code of Ethics.
Please sign your name here:
Please print your name here:
Please date here:
Please sign two copies of this Certification Form, return one copy to the appropriate address specified below and retain the other copy, together with a copy of the Code of Ethics, for your records.
Addresses:
BlackRock Fund Officers
Mr. Brian Kindelan c/o BlackRock 100 Bellevue Parkway Wilmington, Delaware 19809 |
iShares Officers
Mr. Charles Park c/o BlackRock 400 Howard Street San Francisco, CA 94105 |
N-CSR Exhibit for Item 12(a)(2): SECTION 302 CERTIFICATIONS | EX-99.CERT |
I, Manish Mehta, certify that:
1. | I have reviewed this report on Form N-CSR for the following series of iShares MSCI Russia Capped ETF, Inc.: iShares MSCI Russia Capped ETF; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed to the Registrants auditors and the audit committee of the Registrants Board of Directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: September 30, 2014 | /s/ Manish Mehta |
President (Principal Executive Officer) | ||||||
Manish Mehta [Signature] |
[Title] |
N-CSR Exhibit for Item 12(a)(2): SECTION 302 CERTIFICATIONS | EX-99.CERT |
I, Jack Gee, certify that:
1. | I have reviewed this report on Form N-CSR for the following series of iShares MSCI Russia Capped ETF, Inc.: iShares MSCI Russia Capped ETF; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed to the Registrants auditors and the audit committee of the Registrants Board of Directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: September 30, 2014 | /s/ Jack Gee |
Treasurer and Chief Financial Officer (Principal Financial Officer) | ||||||
Jack Gee [Signature] |
[Title] |
Ex.99.906 CERT
N-CSR Exhibit for Item 12(b): CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Manish Mehta, President (Principal Executive Officer), and Jack Gee, Treasurer and Chief Financial Officer (Principal Financial Officer), of iShares MSCI Russia Capped ETF, Inc. (the Registrant), each certify that:
1. The Registrants periodic report on Form N-CSR for the period ended August 31, 2014 (the Form N-CSR) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: September 30, 2014 | /s/ Manish Mehta |
President (Principal Executive Officer) | ||||
Manish Mehta [Signature] |
[Title] | |||||
Date: September 30, 2014 | /s/ Jack Gee |
Treasurer and Chief Financial Officer (Principal Financial Officer) | ||||
Jack Gee [Signature] |
[Title] |
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