DEFA14A 1 ddefa14a.htm FORM DEFA14A FOR ISHARES TRUST AND INC. Form DEFA14A for iShares Trust and Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement

 

¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨   Definitive Proxy Statement

 

x   Definitive Additional Materials

 

¨   Soliciting Material Pursuant to Section 240.14a-12

 

 

iShares, Inc.

iShares Trust

 

(Name of Registrant as Specified In Its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x   No fee required.

 

¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)   Title of each class of securities to which transaction applies:

 

  

 
  (2)   Aggregate number of securities to which transaction applies:

 

  

 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 

 

  (4)   Proposed maximum aggregate value of transaction:

 

  

 
  (5)   Total fee paid:

 

  

 

 

¨   Fee paid previously with preliminary materials.

 

¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)   Amount Previously Paid:

 

  

 
  (2)   Form, Schedule or Registration Statement No.:

 

  

 
  (3)   Filing Party:

 

  

 
  (4)   Date Filed:

 

  

 

 


LOGO

[ATTN: Mutual Funds Department

Broker-Dealer Name & Address]

Barclays Global Fund Advisors (the “Adviser”), the adviser to the iShares Funds, is being acquired by BlackRock, Inc. Upon the closing of the BlackRock transaction, the current investment advisory agreements between the Adviser and each iShares Fund will automatically terminate. As a result, iShares Funds shareholders, through a shareholder proxy proposal, are being asked to approve a new investment advisory agreement between the Adviser and each iShares Funds. In addition to the advisory agreement proposal, shareholders of the iShares Funds are being asked to elect a Board of Directors/Trustees of the iShares Funds and shareholders of certain iShares Funds are being asked to vote on an additional proposal at two separate shareholder meetings scheduled for November 4, 2009.

Please see the attached “Questions and Answers for Financial Advisers” for additional detail on the proposals. You may distribute the Q&A internally to your teams.

Beginning September 8, 2009, the iShares Funds will begin e-mailing and mailing proxy packages to shareholders with important information regarding these proposals. Soon thereafter, Broadridge Financial Services (“Broadridge”) our proxy solicitation firm, along with an additional firm, D.F. King & Co., will begin actively soliciting shareholder participation via e-mails, letters, and phone calls. Shareholders and advisers are encouraged to call Broadridge at 1-866-450-8471 to vote their shares or to vote on behalf of their clients. Agents are available from Monday through Friday, 9:30 am to midnight and Saturday from 10:00 am to 9:00 pm. All times are Eastern.

We appreciate any assistance you may be able to offer us, your clients, and our shareholders. Members of the BGI iShares proxy team and/or Broadridge are available to meet with you to discuss the proxy proposals in more detail and to assist your firm in communicating the importance of shareholder participation out to your various teams.

Please do not hesitate to call Steve Messinger (415.402.4617) or Dan Hoover (415.875.4833) with the iShares proxy team or Michael Marcigliano (631.254.7153) at Broadridge if you have any questions about the proxy proposals or to arrange a meeting or phone call.