As filed with the Securities and Exchange Commission on February 28, 2014
File Nos. 33-97598 and 811-09102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
x | |||
Post-Effective Amendment No. 358 | x | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
x | |||
Amendment No. 360 | x |
(Check appropriate box or boxes)
iShares, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
(Address of Principal Executive Office)(Zip Code)
Registrants Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Incorporated
351 West Camden Street
Baltimore, MD 21201
(Name and Address of Agent for Service)
With Copies to:
MARGERY K. NEALE, ESQ. | BENJAMIN J. HASKIN, ESQ. | EDWARD BAER, ESQ. | ||
WILLKIE FARR & GALLAGHER LLP |
WILLKIE FARR & GALLAGHER LLP |
BLACKROCK FUND ADVISORS | ||
787 SEVENTH AVENUE | 1875 K STREET, N.W. | 400 HOWARD STREET | ||
NEW YORK, NY 10019-6099 | WASHINGTON, D.C. 20006-1238 | SAN FRANCISCO, CA 94105 |
It is proposed that this filing will become effective (check appropriate box):
¨ | Immediately upon filing pursuant to paragraph (b) |
x | On March 1, 2014 pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
¨ | On (date) pursuant to paragraph (a)(1) |
¨ | 75 days after filing pursuant to paragraph (a)(2) |
¨ | On (date) pursuant to paragraph (a)(2) |
If appropriate, check the following box:
¨ | The post-effective amendment designates a new effective date for a previously filed post-effective amendment |
2014 Prospectus |
![]() |
iShares Emerging Markets Corporate Bond ETF | CEMB | BATS |
|
S-1 |
|
1 |
|
2 |
|
12 |
|
13 |
|
13 |
|
16 |
|
25 |
|
26 |
|
27 |
|
27 |
|
29 |
Ticker: CEMB | Stock Exchange: BATS |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses | |||
0.60% | None | None | 0.60% |
1 Year | 3 Years | 5 Years | 10 Years | |||
$61 | $192 | $335 | $750 |
One Year | Since
Fund Inception | ||
(Inception Date: 4/17/2012) | |||
Return Before Taxes | -3.16% | 3.21% | |
Return After Taxes on Distributions1 | -4.75% | 1.68% | |
Return After Taxes on Distributions and Sale of Fund Shares1 | -1.79% | 1.84% | |
Morningstar ® Emerging Markets Corporate Bond IndexSM (Index returns do not reflect deductions for fees, expenses, or taxes) | -2.81% | 3.71% |
1 | After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. |
■ | The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in certain Eastern European countries; |
■ | Risks in connection with the maintenance of the Fund's portfolio securities and cash |
■ | The risk that the Fund's ownership rights in portfolio securities could be lost through fraud or negligence as a result of the fact that ownership in shares of certain Eastern European companies is recorded by the companies themselves and by registrars, rather than a central registration system; |
■ | The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because certain Eastern European banking institutions and registrars are not guaranteed by their respective governments; and |
■ | Risks in connection with Eastern European countries' dependence on the economic health of Western European countries and the European Union (the “EU”) as a whole. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$4,972,000 | 100,000 | $100 | 3.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Year
ended Oct. 31, 2013 |
Period
from Apr. 17, 2012a to Oct. 31, 2012 | ||
Net asset value, beginning of period | $ 52.93 | $ 50.00 | |
Income
from investment operations: | |||
Net investment incomeb | 1.92 | 1.07 | |
Net realized and unrealized gain (loss)c | (2.49) | 2.76 | |
Total from investment operations | (0.57) | 3.83 | |
Less distributions from: | |||
Net investment income | (1.88) | (0.90) | |
Total distributions | (1.88) | (0.90) | |
Net asset value, end of period | $ 50.48 | $ 52.93 | |
Total return | (1.07)% | 7.75% d | |
Ratios/Supplemental data: | |||
Net assets, end of period (000s) | $35,338 | $21,170 | |
Ratio of expenses to average net assetse | 0.60% | 0.60% | |
Ratio of net investment income to average net assetse | 3.74% | 3.87% | |
Portfolio turnover ratef | 33% | 29% |
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 Fund's 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. |
Premium/Discount Range | Number of Days | Percentage of Total Days | ||
Greater than 2.0% | 1 | 0.53% | ||
Greater than 1.5% and Less than 2.0% | 3 | 1.60 | ||
Greater than 1.0% and Less than 1.5% | 78 | 41.48 | ||
Greater than 0.5% and Less than 1.0% | 28 | 14.89 | ||
Between 0.5% and -0.5% | 16 | 8.51 | ||
Less than -0.5% and Greater than -1.0% | 8 | 4.26 | ||
Less than -1.0% and Greater than -1.5% | 14 | 7.45 | ||
Less than -1.5% and Greater than -2.0% | 13 | 6.91 | ||
Less than -2.0% and Greater than -2.5% | 19 | 10.11 | ||
Less than -2.5% and Greater than -3.0% | 5 | 2.66 | ||
Less than -3.0% and Greater than -3.5% | 3 | 1.60 | ||
188 | 100.00% |
Average Annual Total Returns | Cumulative Total Returns | |||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||
1 Year | (1.07)% | (4.06)% | (0.68)% | (1.07)% | (4.06)% | (0.68)% | ||
Since Inception* | 4.22% | 2.81% | 4.73% | 6.59% | 4.37% | 7.35% |
* | Total returns for the period since inception are calculated from the inception date of the Fund (4/17/12). The first day of secondary market trading in shares of the Fund was 4/19/12. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
2014 Prospectus |
![]() |
iShares Emerging Markets High Yield Bond ETF | EMHY | BATS |
|
S-1 |
|
1 |
|
2 |
|
11 |
|
13 |
|
13 |
|
16 |
|
24 |
|
25 |
|
26 |
|
26 |
|
28 |
Ticker: EMHY | Stock Exchange: BATS |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses | |||
0.65% | None | None | 0.65% |
1 Year | 3 Years | 5 Years | 10 Years | |||
$66 | $208 | $362 | $810 |
One Year | Since
Fund Inception | ||
(Inception Date: 4/3/2012) | |||
Return Before Taxes | -5.47% | 4.59% | |
Return After Taxes on Distributions1 | -7.81% | 2.32% | |
Return After Taxes on Distributions and Sale of Fund Shares1 | -3.08% | 2.60% | |
Morningstar ® Emerging Markets High Yield Bond IndexSM (Index returns do not reflect deductions for fees, expenses, or taxes) | -4.99% | 5.18% |
1 | After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. |
■ | The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in certain Eastern European countries; |
■ | Risks in connection with the maintenance of the Fund's portfolio securities and cash with foreign sub-custodians and securities depositories, including the risk that appropriate sub-custody arrangements will not be available to the Fund; |
■ | The risk that the Fund's ownership rights in portfolio securities could be lost through fraud or negligence as a result of the fact that ownership in shares of certain Eastern European companies is recorded by the companies themselves and by registrars, rather than a central registration system; |
■ | The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because certain Eastern European banking institutions and registrars are not guaranteed by their respective governments; and |
■ | Risks in connection with Eastern European countries' dependence on the economic health of Western European countries and the EU as a whole. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$4,928,000 | 100,000 | $100 | 3.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Year
ended Oct. 31, 2013 |
Period
from Apr. 3, 2012a to Oct. 31, 2012 | ||
Net asset value, beginning of period | $ 53.62 | $ 50.02 | |
Income
from investment operations: | |||
Net investment incomeb | 2.97 | 1.60 | |
Net realized and unrealized gain (loss)c | (2.91) | 3.40 | |
Total from investment operations | 0.06 | 5.00 | |
Less distributions from: | |||
Net investment income | (2.78) | (1.40) | |
Total distributions | (2.78) | (1.40) | |
Net asset value, end of period | $ 50.90 | $ 53.62 | |
Total return | 0.14% | 10.21% d | |
Ratios/Supplemental data: | |||
Net assets, end of period (000s) | $203,604 | $166,231 | |
Ratio of expenses to average net assetse | 0.65% | 0.65% | |
Ratio of net investment income to average net assetse | 5.64% | 5.34% | |
Portfolio turnover ratef | 57% | 40% |
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 Fund's 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. |
Premium/Discount Range | Number of Days | Percentage of Total Days | ||
Greater than 1.0% and Less than 1.5% | 15 | 7.98% | ||
Greater than 0.5% and Less than 1.0% | 86 | 45.74 | ||
Between 0.5% and -0.5% | 75 | 39.89 | ||
Less than -0.5% and Greater than -1.0% | 9 | 4.79 | ||
Less than -1.0% and Greater than -1.5% | 3 | 1.60 | ||
188 | 100.00% |
Average Annual Total Returns | Cumulative Total Returns | |||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||
1 Year | 0.14% | (1.44)% | 0.53% | 0.14% | (1.44)% | 0.53% | ||
Since Inception* | 6.43% | 6.31% | 7.02% | 10.36% | 10.15% | 11.27% |
* | Total returns for the period since inception are calculated from the inception date of the Fund (4/3/12). The first day of secondary market trading in shares of the Fund was 4/3/12. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
2014 Prospectus |
![]() |
iShares Emerging Markets Local Currency Bond ETF | LEMB | NYSE ARCA |
|
S-1 |
|
1 |
|
2 |
|
10 |
|
12 |
|
12 |
|
15 |
|
23 |
|
24 |
|
25 |
|
25 |
|
27 |
Ticker: LEMB | Stock Exchange: NYSE Arca |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses | |||
0.60% | None | None | 0.60% |
1 Year | 3 Years | 5 Years | 10 Years | |||
$61 | $192 | $335 | $750 |
One Year | Since
Fund Inception | ||
(Inception Date: 10/18/2011) | |||
Return Before Taxes | -4.92% | 2.46% | |
Return After Taxes on Distributions1 | -5.94% | 1.67% | |
Return After Taxes on Distributions and Sale of Fund Shares1 | -2.64% | 1.66% | |
Barclays Emerging Markets Broad Local Currency Bond Index (Index returns do not reflect deductions for fees, expenses, or taxes) | -4.61% | 2.71% |
1 | After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. |
■ | The risk of delays in settling portfolio transactions and the risk of loss arising out of the system of share registration and custody used in certain Eastern European countries; |
■ | Risks in connection with the maintenance of the Fund's portfolio securities and cash |
■ | The risk that the Fund's ownership rights in portfolio securities could be lost through fraud or negligence as a result of the fact that ownership in shares of certain Eastern European companies is recorded by the companies themselves and by registrars, rather than a central registration system; |
■ | The risk that the Fund may not be able to pursue claims on behalf of its shareholders because of the system of share registration and custody, and because certain Eastern European banking institutions and registrars are not guaranteed by their respective governments; and |
■ | Risks in connection with Eastern European countries' dependence on the economic health of Western European countries and the European Union as a whole. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$9,824,000 | 200,000 | $2,000 | 7.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Year
ended Oct. 31, 2013 |
Year
ended Oct. 31, 2012 |
Period
from Oct. 18, 2011a to Oct. 31, 2011 | |||
Net asset value, beginning of period | $ 51.94 | $ 51.13 | $ 49.85 | ||
Income
from investment operations: | |||||
Net investment incomeb | 2.07 | 2.31 | 0.02 | ||
Net realized and unrealized gain (loss)c | (1.92) | 0.41 | 1.26 | ||
Total from investment operations | 0.15 | 2.72 | 1.28 | ||
Less distributions from: | |||||
Net investment income | (1.39) | (0.81) | − | ||
Return of capital | (0.04) | (1.10) | − | ||
Total distributions | (1.43) | (1.91) | − | ||
Net asset value, end of period | $ 50.66 | $ 51.94 | $ 51.13 | ||
Total return | 0.28% | 5.48% | 2.57% d | ||
Ratios/Supplemental data: | |||||
Net assets, end of period (000s) | $638,342 | $207,753 | $30,681 | ||
Ratio of expenses to average net assetse | 0.60% | 0.60% | 0.60% | ||
Ratio of net investment income to average net assetse | 4.04% | 4.57% | 1.21% | ||
Portfolio turnover ratef | 41% | 61% | 0% |
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 Fund's underlying securities. |
d | Not annualized. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rates exclude portfolio securities received or delivered in Creation Units but includes portfolio transactions that are executed as a result of the Fund processing capital share transactions in Creation Units partially for cash in U.S. dollars. Excluding such cash transactions, the portfolio turnover rates for the year ended October 31, 2013 and the year ended October 30, 2012 were 39% and 61%, respectively. |
Premium/Discount Range | Number of Days | Percentage of Total Days | ||
Greater than 2.0% and Less than 2.5% | 1 | 0.40% | ||
Greater than 1.5% and Less than 2.0% | 7 | 2.78 | ||
Greater than 1.0% and Less than 1.5% | 79 | 31.34 | ||
Greater than 0.5% and Less than 1.0% | 36 | 14.29 | ||
Between 0.5% and -0.5% | 111 | 44.05 | ||
Less than -0.5% and Greater than -1.0% | 16 | 6.35 | ||
Less than -1.0% | 2 | 0.79 | ||
252 | 100.00% |
Average Annual Total Returns | Cumulative Total Returns | |||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||
1 Year | 0.28% | (1.60)% | 0.57% | 0.28% | (1.60)% | 0.57% | ||
Since Inception* | 4.10% | 3.82% | 4.31% | 8.54% | 7.93% | 8.96% |
* | Total returns for the period since inception are calculated from the inception date of the Fund (10/18/11). The first day of secondary market trading in shares of the Fund was 10/20/11. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
2014 Prospectus |
![]() |
iShares Global ex USD High Yield Corporate Bond ETF | HYXU | BATS |
|
S-1 |
|
1 |
|
2 |
|
10 |
|
11 |
|
11 |
|
15 |
|
23 |
|
24 |
|
25 |
|
25 |
|
27 |
Ticker: HYXU | Stock Exchange: BATS |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses |
Fee Waiver | Total
Annual Fund Operating Expenses After Fee Waiver | |||||
0.55% | None | None | 0.55% | (0.15)% | 0.40% |
1 Year | 3 Years | 5 Years | 10 Years | |||
$41 | $161 | $292 | $675 |
One Year | Since
Fund Inception | ||
(Inception Date: 4/3/2012) | |||
Return Before Taxes | 12.84% | 14.23% | |
Return After Taxes on Distributions1 | 10.28% | 11.76% | |
Return After Taxes on Distributions and Sale of Fund Shares1 | 7.17% | 9.82% | |
Markit iBoxx Global Developed Markets ex-US High Yield Index (Index returns do not reflect deductions for fees, expenses, or taxes) | 12.69% | 14.21% |
1 | After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$5,709,000 | 100,000 | $1,900 | 3.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Year
ended Oct. 31, 2013 |
Period
from Apr. 3, 2012a to Oct. 31, 2012 | ||
Net asset value, beginning of period | $ 52.01 | $ 50.14 | |
Income
from investment operations: | |||
Net investment incomeb | 3.15 | 1.94 | |
Net realized and unrealized gainc | 4.51 | 1.18 | |
Total from investment operations | 7.66 | 3.12 | |
Less distributions from: | |||
Net investment income | (2.83) | (1.25) | |
Total distributions | (2.83) | (1.25) | |
Net asset value, end of period | $ 56.84 | $ 52.01 | |
Total return | 15.20% | 6.49% d | |
Ratios/Supplemental data: | |||
Net assets, end of period (000s) | $51,153 | $26,004 | |
Ratio of expenses to average net assetse | 0.40% | 0.40% | |
Ratio of expenses to average net assets prior to waived feese | 0.55% | 0.55% | |
Ratio of net investment income to average net assetse | 5.85% | 6.92% | |
Portfolio turnover ratef | 33% | 18% |
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 Fund's 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. |
Premium/Discount Range | Number of Days | Percentage of Total Days | ||
Greater than 3.5% and Less than 4.0% | 1 | 0.53% | ||
Greater than 3.0% and Less than 3.5% | 2 | 1.06 | ||
Greater than 2.5% and Less than 3.0% | 1 | 0.53 | ||
Greater than 2.0% and Less than 2.5% | 3 | 1.60 | ||
Greater than 1.5% and Less than 2.0% | 14 | 7.45 | ||
Greater than 1.0% and Less than 1.5% | 25 | 13.30 | ||
Greater than 0.5% and Less than 1.0% | 99 | 52.66 | ||
Between 0.5% and -0.5% | 42 | 22.34 | ||
Less than -0.5% and Greater than -1.0% | 1 | 0.53 | ||
188 | 100.00% |
Average Annual Total Returns | Cumulative Total Returns | |||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||
1 Year | 15.20% | 15.57% | 15.10% | 15.20% | 15.57% | 15.10% | ||
Since Inception* | 13.80% | 14.21% | 13.76% | 22.68% | 23.37% | 22.51% |
* | Total returns for the period since inception are calculated from the inception date of the Fund (4/3/12). The first day of secondary market trading in shares of the Fund was 4/3/12. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
2014 Prospectus |
![]() |
iShares Global High Yield Corporate Bond ETF | GHYG | BATS |
|
S-1 |
|
1 |
|
2 |
|
11 |
|
12 |
|
12 |
|
15 |
|
24 |
|
25 |
|
26 |
|
26 |
|
28 |
Ticker: GHYG | Stock Exchange: BATS |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses |
Fee Waiver | Total
Annual Fund Operating Expenses After Fee Waiver | |||||
0.55% | None | None | 0.55% | (0.15)% | 0.40% |
1 Year | 3 Years | 5 Years | 10 Years | |||
$41 | $161 | $292 | $675 |
One Year | Since
Fund Inception | ||
(Inception Date: 4/3/2012) | |||
Return Before Taxes | 7.78% | 10.02% | |
Return After Taxes on Distributions1 | 5.18% | 7.50% | |
Return After Taxes on Distributions and Sale of Fund Shares1 | 4.34% | 6.60% | |
Markit iBoxx Global Developed Markets High Yield Index (Index returns do not reflect deductions for fees, expenses, or taxes) | 7.70% | 10.21% |
1 | After-tax returns in the table above are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Fund returns after taxes on distributions and sales of Fund shares are calculated assuming that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the sale of Fund shares. As a result, Fund returns after taxes on distributions and sales of Fund shares may exceed Fund returns before taxes and/or returns after taxes on distributions. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$5,347,000 | 100,000 | $1,250 | 3.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
Year
ended Oct. 31, 2013 |
Period
from Apr. 3, 2012a to Oct. 31, 2012 | ||
Net asset value, beginning of period | $ 51.67 | $ 50.00 | |
Income
from investment operations: | |||
Net investment incomeb | 3.05 | 1.82 | |
Net realized and unrealized gainc | 1.70 | 1.35 | |
Total from investment operations | 4.75 | 3.17 | |
Less distributions from: | |||
Net investment income | (2.92) | (1.50) | |
Total distributions | (2.92) | (1.50) | |
Net asset value, end of period | $ 53.50 | $ 51.67 | |
Total return | 9.50% | 6.53% d | |
Ratios/Supplemental data: | |||
Net assets, end of period (000s) | $74,893 | $36,169 | |
Ratio of expenses to average net assetse | 0.40% | 0.40% | |
Ratio of expenses to average net assets prior to waived feese | 0.55% | 0.55% | |
Ratio of net investment income to average net assetse | 5.82% | 6.28% | |
Portfolio turnover ratef | 20% | 10% |
a | Commencement of operations. |
b | Based on average shares outstanding throughout each period. |
c | The amount 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 Fund's 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. |
Premium/Discount Range | Number of Days | Percentage of Total Days | ||
Greater than 1.5% and Less than 2.0% | 2 | 1.06% | ||
Greater than 1.0% and Less than 1.5% | 25 | 13.30 | ||
Greater than 0.5% and Less than 1.0% | 108 | 57.45 | ||
Between 0.5% and -0.5% | 53 | 28.19 | ||
188 | 100.00% |
Average Annual Total Returns | Cumulative Total Returns | |||||||
NAV | MARKET | INDEX | NAV | MARKET | INDEX | |||
1 Year | 9.50% | 9.50% | 9.55% | 9.50% | 9.50% | 9.55% | ||
Since Inception* | 10.23% | 10.55% | 10.47% | 16.65% | 17.18% | 16.97% |
* | Total returns for the period since inception are calculated from the inception date of the Fund (4/3/12). The first day of secondary market trading in shares of the Fund was 4/5/12. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
2014 Prospectus |
![]() |
iShares Latin America Bond ETF | LTAM | NASDAQ |
Ticker: LTAM | Stock Exchange: NASDAQ |
Annual
Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investments) | ||||||
Management
Fees |
Distribution
and Service (12b-1) Fees |
Other
Expenses |
Total
Annual Fund Operating Expenses | |||
0.49% | None | None | 0.49% |
1 Year | 3 Years | ||||
$50 | $157 |
■ | Structural Risk. Certain Latin American countries are subject to a considerable degree of economic, political and social instability, which could adversely affect investments in the Fund. |
■ | Economic Risk. Certain Latin American countries have experienced economic instability resulting from periods of high inflation and currency devaluations. |
■ | Political and Social Risk. Certain Latin American countries have experienced periods of instability and social unrest in the past. For example, Mexico has been destabilized by local insurrections, social upheavals and drug related violence. Disparities of wealth, the pace and success of democratization and capital market development and ethnic, religious and racial disaffection have led to social unrest, violence and labor unrest in a number of Latin American countries. Certain Latin American countries experience significant unemployment in certain regions, as well as widespread underemployment. |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Charge for Creations* |
Maximum
Additional Charge for Redemptions* | ||||
$10,000,000 | 200,000 | $1,300 | 3.0% | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemptions, of the standard redemption transaction fee. |
![]() |
Call: | 1-800-iShares
or 1-800-474-2737 (toll free) Monday through Friday, 8:30 a.m. to 6:30 p.m. (Eastern time) |
Email: | iSharesETFs@blackrock.com |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
Funds | Ticker | Stock Exchange | ||
iShares Emerging Markets Corporate Bond ETF | CEMB | BATS | ||
iShares Emerging Markets High Yield Bond ETF | EMHY | BATS | ||
iShares Emerging Markets Local Currency Bond ETF | LEMB | NYSE Arca | ||
iShares Global ex USD High Yield Corporate Bond ETF | HYXU | BATS | ||
iShares Global High Yield Corporate Bond ETF | GHYG | BATS |
• | iShares Emerging Markets Corporate Bond ETF1 |
• | iShares Emerging Markets High Yield Bond ETF2 |
• | iShares Emerging Markets Local Currency Bond ETF3 |
• | iShares Global ex USD High Yield Corporate Bond ETF4 |
• | iShares Global High Yield Corporate Bond ETF5 |
• | High yield bonds may be issued by less creditworthy companies. These securities are vulnerable to adverse changes in the issuer’s industry and to general economic conditions. Issuers of high yield bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing. |
• | The issuers of high yield bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuer’s ability to pay its debt obligations also may be lessened by specific issuer developments, or the unavailability of additional financing. Issuers of high yield securities are often in the growth stage of their development and/or involved in a reorganization or takeover. |
• | High yield bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations, which will potentially limit a Fund’s ability to fully recover principal or to receive interest payments when senior securities are in default. Thus, investors in high yield securities have a lower degree of protection with respect to principal and interest payments than do investors in higher rated securities. |
• | High yield bonds frequently have redemption features that permit an issuer to repurchase the security from a Fund before it matures. If an issuer redeems the high yield bonds, a Fund may have to invest the proceeds in bonds with lower yields and may lose income. |
• | Prices of high yield bonds are subject to extreme fluctuations. Negative economic developments may have a greater impact on the prices of high yield bonds than on those of other higher rated fixed income securities. |
• | High yield bonds may be less liquid than higher rated fixed income securities even under normal economic conditions. Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. There are fewer dealers in the high yield bond market, and there may be significant differences in the prices quoted for high yield bonds by dealers, and such quotations may not be the actual prices available for a purchase or sale. Because high yield bonds |
are less liquid, judgment may play a greater role in the prices and values generated for such securities than in the case of securities trading in a more liquid market. | |
• | The secondary markets for high yield securities are not as liquid as the secondary markets for higher rated securities. The secondary markets for high yield securities are concentrated in relatively few market makers and participants in the markets are mostly institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher rated securities and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. A less liquid secondary market may adversely affect the market price of the high yield security, which may result in increased difficulty selling the particular issue and obtaining accurate market quotations on the issue when valuing a Fund’s assets. Market quotations on high yield securities are available only from a limited number of dealers, and such quotations may not be the actual prices available for a purchase or sale. When the secondary market for high yield securities becomes more illiquid, or in the absence of readily available market quotations for such securities, the relative lack of reliable objective data makes it more difficult to value such securities, and judgment plays a more important role in determining such valuations. |
• | A Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. |
• | The high yield bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news, whether or not it is based on fundamental analysis. Additionally, prices for high yield securities may be affected by legislative and regulatory developments. These developments could adversely affect a Fund’s net asset value and investment practices, the secondary market for high yield securities, the financial condition of issuers of these securities and the value and liquidity of outstanding high yield securities, especially in a thinly traded market. For example, federal legislation requiring the divestiture by federally insured savings and loan associations of their investments in high yield bonds and limiting the deductibility of interest by certain corporate issuers of high yield bonds adversely affected the market in the past. |
• | Each Fund generally supports the board’s nominees in the election of directors and generally supports proposals that strengthen the independence of boards of directors; |
• | When a director has committed himself or herself to service on more than four public company boards (but no more than six public company boards in most circumstances), a Fund will consider such director’s individual circumstances in determining whether the director will be able to commit sufficient focus and time to a particular company; |
• | Each Fund generally defers to an issuer’s choice of auditors so long as the corporate auditors represent the interests of shareholders and provide an independent view of the propriety of financial reporting decisions of management; |
• | Each Fund generally favors disclosure of a company’s compensation and benefits policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a company’s board of directors; |
• | Each Fund generally expects to support capital structure requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive; |
• | Each Fund generally does not support proposals on social issues that lack a demonstrable economic benefit to the issuer and the Fund investing in such issuer; and |
• | Each Fund generally votes against anti-takeover proposals and proposals that would create additional barriers or costs to corporate transactions that are likely to deliver a premium to shareholders. |
1. | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
2. | Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and (ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. |
3. | Issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by any regulatory authority having jurisdiction, from time to time. |
4. | Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
5. | Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including options on currencies to the extent consistent with the Fund’s investment objective and policies). |
6. | Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities. |
1. | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
2. | Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and (ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. |
3. | Issue “senior securities” as defined in the 1940 Act and the rules, regulations and orders thereunder, except as permitted under the 1940 Act and the rules, regulation and orders thereunder. |
4. | Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
5. | Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including options on currencies to the extent consistent with the Fund’s investment objective and policies). |
6. | Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities. |
• | The frequency of trades and quotes for the security; |
• | The number of dealers wishing to purchase or sell the security and the number of other potential purchasers; |
• | Dealer undertakings to make a market in the security; and |
• | The nature of the security and the nature of the marketplace in which it trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Robert
S. Kapito1 (57) |
Director
(since 2009). |
President and Director, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of BlackRock, Inc. (since 2006). | |||
Mark
Wiedman2 (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 MSCI Russia Capped ETF, Inc. (since 2013); Trustee of iShares U.S. ETF Trust (since 2013); Director of PennyMac Financial Services, Inc. (since 2008). |
1 | 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. |
2 | 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. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Robert
H. Silver (58) |
Director
(since 2007); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Independent Chairman of iShares Trust, iShares MSCI Russia Capped ETF, Inc. and iShares U.S. ETF Trust (since 2012). | |||
George
G.C. Parker (74) |
Director
(since 2002). |
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 MSCI Russia Capped ETF, Inc. (since 2010); 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). | |||
John
E. Martinez (52) |
Director
(since 2003); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011). | |||
Cecilia
H. Herbert (64) |
Director
(since 2005); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of Forward Funds (34 portfolios) (since 2009). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Charles
A. Hurty (70) |
Director
(since 2005); Audit Committee Chair (since 2006). |
Retired; Partner, KPMG LLP (1968-2001). | Trustee of iShares Trust (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of GMAM Absolute Return Strategy Fund (1 portfolio) (since 2002); Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (2 portfolios) (since 2002). | |||
John
E. Kerrigan (58) |
Director
(since 2005); Fixed Income Plus Committee Chair (since 2012). |
Chief Investment Officer, Santa Clara University (since 2002). | Trustee of iShares Trust (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011). | |||
Madhav
V. Rajan (49) |
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 (2007-2008). | Trustee
of iShares Trust (since 2011); Director of iShares MSCI Russia Capped ETF, Inc. (since 2011); Trustee of iShares U.S. ETF Trust (since 2011); Director, Cavium, Inc. (since 2013). |
Name (Age) | Position | 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 2008). |
Managing Director, BlackRock (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009); Director of Fund Administration of Intermediary Investor Business, BGI (2004-2009). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Eilleen
M. Clavere (61) |
Secretary
(since 2007). |
Director of Global Fund Administration, BlackRock (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 at Kirkpatrick & Lockhart LLP (2001-2005). | ||
Edward
B. Baer (45) |
Vice
President and Chief Legal Officer (since 2012). |
Managing Director of Legal & Compliance, BlackRock (since 2006); Director of Legal & Compliance, BlackRock (2004-2006). | ||
Warren
Collier (48) |
Executive Vice President (since 2013). | Managing Director, BlackRock (since 2009); COO, BlackRock Latin America and Iberia (2009-2012); COO, BGINA and BGI Canada Limited (2007-2009). | ||
Scott
Radell (45) |
Executive
Vice President (since 2012). |
Managing Director, BlackRock (since 2009); Head of Portfolio Solutions, BlackRock (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 2007). |
Senior Managing Director, BlackRock (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 (50) |
Vice
President (since 2007). |
Managing Director, BlackRock (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). |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
Robert S. Kapito | None | None | None | |||
Mark Wiedman1 | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $50,001-$100,000 | |||||
Robert H. Silver | iShares 2015 AMT-Free Muni Term ETF | Over $100,000 | Over $100,000 | |||
iShares 2016 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares 2017 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares 2018 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares Core MSCI EAFE ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | Over $100,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Mid-Cap ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares High Dividend ETF | Over $100,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares J.P. Morgan USD Emerging Markets Bond ETF | $1-$10,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares MSCI ACWI ex U.S. ETF | $1-$10,000 | |||||
iShares MSCI BRIC ETF | $10,001-$50,000 | |||||
iShares MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares MSCI Frontier 100 ETF | $50,001-$100,000 | |||||
iShares National AMT-Free Muni Bond ETF | Over $100,000 | |||||
iShares Russell 1000 Growth ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | $10,001-$50,000 | |||||
iShares Russell 2000 Growth ETF | Over $100,000 | |||||
iShares Russell 2000 Value ETF | Over $100,000 | |||||
iShares Russell 3000 ETF | Over $100,000 | |||||
iShares Russell Mid-Cap Growth ETF | $1-$10,000 | |||||
iShares Russell Mid-Cap Value ETF | $1-$10,000 | |||||
iShares Select Dividend ETF | $10,001-$50,000 | |||||
iShares U.S. Broker-Dealers ETF | Over $100,000 | |||||
iShares U.S. Financial Services ETF | $50,001-$100,000 | |||||
iShares U.S. Preferred Stock ETF | Over $100,000 | |||||
iShares U.S. Regional Banks ETF | Over $100,000 | |||||
iShares U.S. Technology ETF | $50,001-$100,000 | |||||
George G.C. Parker | iShares California AMT-Free Muni Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core Total U.S. Bond Market ETF | $10,001-$50,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares S&P 100 ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 | |||||
John E. Martinez | iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | Over $100,000 | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Emerging Markets Infrastructure ETF | Over $100,000 | |||||
iShares Global Consumer Staples ETF | Over $100,000 | |||||
iShares MSCI All Country Asia ex Japan ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares Russell 1000 ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares TIPS Bond ETF | Over $100,000 | |||||
Cecilia H. Herbert | iShares China Large-Cap ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $10,001-$50,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $10,001-$50,000 | |||||
iShares International Select Dividend ETF | $1-$10,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares National AMT-Free Muni Bond ETF | $10,001-$50,000 | |||||
iShares U.S. Preferred Stock ETF | $10,001-$50,000 | |||||
Charles A. Hurty | iShares China Large-Cap ETF | $10,001-$50,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P 500 ETF | $10,001-$50,000 | |||||
iShares Global Energy ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares High Dividend ETF | $10,001-$50,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares North American Tech-Multimedia Networking ETF | $1-$10,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Financials ETF | $1-$10,000 | |||||
iShares U.S. Technology ETF | $50,001-$100,000 | |||||
John E. Kerrigan | iShares MSCI ACWI ex U.S. ETF | Over $100,000 | Over $100,000 | |||
iShares Short-Term National AMT-Free Muni Bond ETF | Over $100,000 | |||||
Madhav V. Rajan | iShares Core MSCI Emerging Markets ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares High Dividend ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $50,001-$100,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 |
Name of Director | iShares
Emerging Markets Corporate Bond ETF1 |
iShares
Emerging Markets High Yield Bond ETF1 |
iShares
Emerging Markets Local Currency Bond ETF | |||
Independent Directors: | ||||||
George G.C. Parker | $ 15 | $85 | $264 | |||
John E. Kerrigan | 14 | 83 | 258 | |||
Charles A. Hurty | 16 | 94 | 295 | |||
Cecilia H. Herbert | 15 | 85 | 265 | |||
Robert H. Silver | 16 | 94 | 294 | |||
John E. Martinez | 14 | 81 | 254 | |||
Madhav V. Rajan | 14 | 81 | 254 | |||
Interested Directors: | ||||||
Robert S. Kapito | $ 0 | $0 | $0 | |||
Michael Latham | 0 | 0 | 0 |
Name of Director | iShares
Global ex USD High Yield Corporate Bond ETF1 |
iShares
Global High Yield Corporate Bond ETF | ||
Independent Directors: | ||||
George G.C. Parker | $ 21 | $ 31 | ||
John E. Kerrigan | 21 | 30 | ||
Charles A. Hurty | 24 | 35 | ||
Cecilia H. Herbert | 21 | 31 | ||
Robert H. Silver | 24 | 35 | ||
John E. Martinez | 20 | 30 | ||
Madhav V. Rajan | 20 | 30 | ||
Interested Directors: | ||||
Robert S. Kapito | $ 0 | $ 0 | ||
Michael Latham | 0 | 0 |
Name of Director | Pension
or Retirement Benefits Accrued As Part of Company Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Funds and Fund Complex2 | |||
Independent Directors: | ||||||
Robert H. Silver | Not Applicable | Not Applicable | $ 325,000 | |||
George G.C. Parker | Not Applicable | Not Applicable | 275,000 | |||
John E. Kerrigan | Not Applicable | Not Applicable | 315,882 | |||
Charles A. Hurty | Not Applicable | Not Applicable | 315,000 | |||
Cecilia H. Herbert | Not Applicable | Not Applicable | 305,000 | |||
John E. Martinez | Not Applicable | Not Applicable | 290,000 | |||
Madhav V. Rajan | Not Applicable | Not Applicable | 301,765 | |||
Interested Directors: | ||||||
Robert S. Kapito | Not Applicable | Not Applicable | $ 0 | |||
Mark Wiedman3 | Not Applicable | Not Applicable | $ 0 | |||
Michael Latham4 | Not Applicable | Not Applicable | $ 0 |
1 | No Director or officer is entitled to any pension or retirement benefits from the Company. |
2 | Includes compensation for service on the Boards of Trustees for iShares Trust and iShares U.S. ETF Trust and the Board of Directors of iShares MSCI Russia Capped ETF, Inc. |
3 | Appointed to serve as an Interested Director effective December 31, 2013. |
4 | Served as an Interested Director through December 31, 2013. |
Fund | Name | Percentage
of Ownership | ||
iShares Emerging Markets Corporate Bond ETF | National
Financial Services LLC 200 Liberty Street 5th Floor New York, NY 10281 |
11.81% | ||
Morgan
Stanley & Co. Harborside Financial Center Plaza 3, 1st Floor Jersey City, NJ 07311 |
10.52% | |||
Goldman
Sachs Execution & Clearing, L.P. 30 Hudson Street 27th Floor Jersey City, NJ 07302 |
9.60% | |||
JPMorgan
Chase Bank, National Association 14201 Dallas Pkwy 12th Floor Dallas, TX 75240 |
7.62% | |||
Charles
Schwab & Co., Inc. 111 Pavonia Avenue Jersey City, NJ 07310 |
5.18% | |||
Pershing
LLC One Pershing Plaza Jersey City, NJ 07399 |
5.02% | |||
iShares Emerging Markets High Yield Bond ETF | National
Financial Services LLC 200 Liberty Street 5th Floor New York, NY 10281 |
30.45% | ||
American
Enterprise Investment Services Inc. 2178 AXP Financial Center Minneapolis, MN 55474 |
18.49% | |||
Pershing
LLC One Pershing Plaza Jersey City, NJ 07399 |
14.68% | |||
Charles
Schwab & Co., Inc. 111 Pavonia Avenue Jersey City, NJ 07310 |
5.60% | |||
iShares Emerging Markets Local Currency Bond ETF | Mellon
Trust of New England, National Association Three Mellon Bank Center Floor 1533700 Pittsburgh, PA 15259 |
47.05% | ||
Goldman,
Sachs & Co. 30 Hudson Street 16th Floor Jersey City, NJ 07302 |
10.59% | |||
Northern
Trust Company (The) 801 South Canal Street Chicago, IL 60612 |
9.55% |
Fund | Name | Percentage
of Ownership | ||
Merrill
Lynch, Pierce Fenner & Smith Safekeeping 101 Hudson Street 8th Floor Jersey City, NJ 07302 |
8.87% | |||
iShares Global ex USD High Yield Corporate Bond ETF | National
Financial Services LLC 200 Liberty Street 5th Floor New York, NY 10281 |
20.02% | ||
TD
Ameritrade Clearing, Inc. 1005 N. Ameritrade Place Bellevue, NE 68005 |
13.74% | |||
Charles
Schwab & Co., Inc. 111 Pavonia Avenue Jersey City, NJ 07310 |
8.19% | |||
Merrill
Lynch, Pierce, Fenner & Smith Incorporated 101 Hudson Street 9th Floor Jersey City, NJ 07302-3997 |
7.15% | |||
Brown
Brothers Harriman & Co. 525 Washington Blvd. 11th Floor Jersey City, NJ 07310 |
5.71% | |||
Pershing
LLC One Pershing Plaza Jersey City, NJ 07399 |
5.50% | |||
iShares Global High Yield Corporate Bond ETF | Merrill
Lynch, Pierce Fenner & Smith Safekeeping 101 Hudson Street 8th Floor Jersey City, NJ 07302 |
24.76% | ||
TD
Ameritrade Clearing, Inc. 1005 N. Ameritrade Place Bellevue, NE 68005 |
18.60% | |||
Morgan
Stanley & Co. Harborside Financial Center Plaza 3, 1st Floor Jersey City, NJ 07311 |
9.45% | |||
Pershing
LLC One Pershing Plaza Jersey City, NJ 07399 |
6.97% | |||
National
Financial Services LLC 200 Liberty Street 5th Floor New York, NY 10281 |
5.78% | |||
Raymond,
James & Associates, Inc. 880 Carillon Parkway P.O. Box 12749 St. Petersburg, FL 33733 |
5.18% |
Fund | Management
Fee |
Fund
Inception Date |
Management
Fees Paid for Fiscal Year Ended October 31, 2013 |
Management
Fees Paid for Fiscal Year Ended October 31, 2012 |
Management
Fees Paid for Fiscal Year Ended October 31, 2011 | |||||
iShares Emerging Markets Corporate Bond ETF | 0.60% | 04/17/12 | $ 202,526 | $ 41,205 | N/A | |||||
iShares Emerging Markets High Yield Bond ETF | 0.65% | 04/03/12 | 1,462,488 | 82,350 | N/A | |||||
iShares Emerging Markets Local Currency Bond ETF | 0.60% | 10/18/11 | 3,298,880 | 288,363 | $6,483 | |||||
iShares Global ex USD High Yield Corporate Bond ETF1 | 0.55% | 04/03/12 | 215,773 | 77,202 | N/A | |||||
iShares Global High Yield Corporate Bond ETF2 | 0.55% | 04/03/12 | 302,079 | 90,198 | N/A |
1 | For the iShares Global ex USD High Yield Corporate Bond ETF, BFA has contractually agreed to waive a portion of its management fee for its investment advisory services to the Fund in order to limit the Total Annual Fund Operating Expenses to 0.40% of average daily net assets until February 28, 2015. The contractual waiver may be terminated prior to February 28, 2015 only upon written agreement of the Company and BFA. For the fiscal year ended October 31, 2013, BFA waived $58,847 of its management fees. |
2 | For the iShares Global High Yield Corporate Bond ETF, BFA has contractually agreed to waive a portion of its management fee for its investment advisory services to the Fund in order to limit the Total Annual Fund Operating Expenses to 0.40% of average daily net assets until February 28, 2015. The contractual waiver may be terminated prior to February 28, 2015 only upon written agreement of the Company and BFA. For the fiscal year ended October 31, 2013, BFA waived $82,385 of its management fees. |
James Mauro | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 65 | $132,700,000,000 | ||
Other Pooled Investment Vehicles | 16 | $ 17,300,000,000 | ||
Other Accounts | 9 | $ 13,300,000,000 | ||
Accounts with Incentive-Based Fee Arrangements | 1 | $ 1,000,000,000 |
Scott Radell | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 71 | $139,700,000,000 | ||
Other Pooled Investment Vehicles | 4 | $ 3,000,000,000 | ||
Other Accounts | 5 | $ 2,800,000,000 | ||
Accounts with Incentive-Based Fee Arrangements | 2 | $ 1,700,000,000 |
James Mauro | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | 0 | N/A | ||
Other Pooled Investment Vehicles | 0 | N/A | ||
Other Accounts | 1 | $1,000,000,000 |
Scott Radell | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | 0 | N/A | ||
Other Pooled Investment Vehicles | 1 | $1,100,000,000 | ||
Other Accounts | 1 | $ 600,000,000 |
Fund | Fund
Inception Date |
Custody,
Administration, Transfer Agency Expenses Paid During Fiscal Year Ended Oct. 31, 2013 |
Custody,
Administration, Transfer Agency Expenses Paid During Fiscal Year Ended Oct. 31, 2012 |
Custody,
Administration, Transfer Agency Expenses Paid During Fiscal Year Ended Oct. 31, 2011 | ||||
iShares Emerging Markets Corporate Bond ETF | 04/17/12 | $ 11,537 | $ 4,263 | N/A | ||||
iShares Emerging Markets High Yield Bond ETF | 04/03/12 | 36,840 | 8,657 | N/A | ||||
iShares Emerging Markets Local Currency Bond ETF | 10/18/11 | 265,969 | 39,993 | $5,219 | ||||
iShares Global ex USD High Yield Corporate Bond ETF | 04/03/12 | 13,173 | 7,320 | N/A | ||||
iShares Global High Yield Corporate Bond ETF | 04/03/12 | 12,904 | 5,614 | N/A |
Fund | Fund
Inception Date |
Distributor
Compensation Paid From November 1, 2012 to October 31, 2013 |
Distributor
Compensation Paid From April 1, 2012 to October 31, 20121 |
Distributor
Compensation Paid From November 1, 2011 to March 31, 20122 |
Distributor
Compensation Paid During Fiscal Year Ended October 31, 20112 | |||||
iShares Emerging Markets Corporate Bond ETF | 04/17/12 | $8,663 | $4,403 | N/A | N/A | |||||
iShares Emerging Markets High Yield Bond ETF | 04/03/12 | 8,663 | 4,403 | N/A | N/A | |||||
iShares Emerging Markets Local Currency Bond ETF | 10/18/11 | 8,663 | 4,403 | $3,355 | $ 913 | |||||
iShares Global ex USD High Yield Corporate Bond ETF | 04/03/12 | 8,663 | 4,403 | N/A | N/A | |||||
iShares Global High Yield Corporate Bond ETF | 04/03/12 | 8,663 | 4,403 | N/A | N/A |
Fund | Issuer | Market
Value of Investment | ||
iShares Emerging Markets Corporate Bond ETF | Banco Santander Brasil SA | $103,500 |
Fund | Fiscal Year ended October 31, 2013 | Fiscal Year ended October 31, 2012 | ||
iShares Emerging Markets Corporate Bond ETF | 33% | 29% | ||
iShares Emerging Markets High Yield Bond ETF | 57% | 40% | ||
iShares Emerging Markets Local Currency Bond ETF | 41% | 61% | ||
iShares Global ex USD High Yield Corporate Bond ETF | 33% | 18% | ||
iShares Global High Yield Corporate Bond ETF | 20% | 10% |
Fund | Shares
Per Creation Unit |
Value
Per Creation Unit (U.S.$) | ||
iShares Emerging Markets Corporate Bond ETF | 100,000 | $ 4,972,000 | ||
iShares Emerging Markets High Yield Bond ETF | 100,000 | 4,928,000 | ||
iShares Emerging Markets Local Currency Bond ETF | 200,000 | 9,824,000 | ||
iShares Global ex USD High Yield Corporate Bond ETF | 100,000 | 5,709,000 | ||
iShares Global High Yield Corporate Bond ETF | 100,000 | 5,347,000 |
Fund | Standard
Creation Transaction Fee |
Maximum
Additional Charge* | ||
iShares Emerging Markets Corporate Bond ETF | $ 100 | 3.0% | ||
iShares Emerging Markets High Yield Bond ETF | $ 100 | 3.0% | ||
iShares Emerging Markets Local Currency Bond ETF | $ 2,000 | 7.0% | ||
iShares Global ex USD High Yield Corporate Bond ETF | $ 1,900 | 3.0% | ||
iShares Global High Yield Corporate Bond ETF | $ 1,250 | 3.0% |
* | As a percentage of the net asset value per Creation Unit. |
Fund | Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | ||
iShares Emerging Markets Corporate Bond ETF | $ 100 | 2.0% | ||
iShares Emerging Markets High Yield Bond ETF | $ 100 | 2.0% | ||
iShares Emerging Markets Local Currency Bond ETF | $ 2,000 | 2.0% | ||
iShares Global ex USD High Yield Corporate Bond ETF | $ 1,900 | 2.0% |
Fund | Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | ||
iShares Global High Yield Corporate Bond ETF | $ 1,250 | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard transaction fee. |
2014 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
Austria | 12/19/14 | 12/29/14 | 10 | |||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
China | 01/27/14 | 02/10/14 | 14 | |||
01/28/14 | 02/11/14 | 14 | ||||
01/29/14 | 02/12/14 | 14 | ||||
04/28/14 | 05/08/14 | 10 | ||||
04/29/14 | 05/09/14 | 10 | ||||
04/30/14 | 05/12/14 | 12 | ||||
09/26/14 | 10/08/14 | 12 | ||||
09/29/14 | 10/09/14 | 10 | ||||
09/30/14 | 10/10/14 | 10 | ||||
The Czech Republic | 12/23/13 | 01/02/14 | 10 | |||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Denmark | 12/23/13 | 01/02/14 | 10 | |||
04/14/14 | 04/23/14 | 8 | ||||
04/15/14 | 04/24/14 | 8 | ||||
04/16/14 | 04/25/14 | 8 | ||||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Egypt | 12/31/13 | 01/08/14 | 8 | |||
01/06/14 | 01/14/14 | 8 | ||||
04/14/14 | 04/22/14 | 8 | ||||
04/15/14 | 04/23/14 | 8 | ||||
04/16/14 | 04/24/14 | 8 | ||||
04/17/14 | 04/27/14 | 10 | ||||
07/21/14 | 07/31/14 | 10 | ||||
07/22/14 | 08/03/14 | 12 | ||||
07/24/14 | 08/04/14 | 11 | ||||
09/29/14 | 10/07/14 | 8 | ||||
09/30/14 | 10/08/14 | 8 | ||||
10/01/14 | 10/09/14 | 8 | ||||
10/02/14 | 10/12/14 | 10 | ||||
Finland | 12/23/13 | 01/02/14 | 10 | |||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Hungary | 12/19/14 | 12/29/14 | 10 | |||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 12/31/14 | 8 | ||||
Indonesia | 12/23/13 | 01/02/14 | 10 | |||
07/23/14 | 08/04/14 | 12 | ||||
07/24/14 | 08/05/14 | 12 |
2014 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
07/25/14 | 08/06/14 | 12 | ||||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 11 | ||||
Ireland | 12/23/14 | 01/02/14 | 10 | |||
12/19/14 | 12/30/14 | 11 | ||||
12/22/14 | 12/31/14 | 9 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Italy | 12/23/13 | 01/02/14 | 10 | |||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Luxembourg | 12/19/14 | 12/29/14 | 10 | |||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 12/31/14 | 8 | ||||
Malaysia | 01/27/14 | 02/04/14 | 8 | |||
01/28/14 | 02/05/14 | 8 | ||||
01/29/14 | 02/06/14 | 8 | ||||
07/23/14 | 07/31/14 | 8 | ||||
07/24/14 | 08/01/14 | 8 | ||||
07/25/14 | 08/04/14 | 10 | ||||
Norway | 12/23/13 | 01/02/14 | 10 | |||
04/14/14 | 04/22/14 | 8 | ||||
04/15/14 | 04/23/14 | 8 | ||||
04/16/14 | 04/24/14 | 8 | ||||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Pakistan | 07/23/14 | 08/01/14 | 9 | |||
07/24/14 | 08/04/14 | 11 | ||||
The Philippines | 12/23/13 | 01/02/14 | 10 | |||
12/26/13 | 01/03/14 | 8 | ||||
12/27/13 | 01/06/14 | 10 | ||||
12/23/14 | 01/02/15 | 10 | ||||
12/26/14 | 01/05/15 | 10 | ||||
12/29/14 | 01/06/15 | 8 | ||||
Portugal | 12/19/14 | 12/29/14 | 10 | |||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 12/31/14 | 8 | ||||
Qatar | 07/23/14 | 08/03/14 | 11 | |||
07/24/14 | 08/04/14 | 11 | ||||
07/27/14 | 08/05/14 | 11 | ||||
09/30/14 | 10/08/14 | 8 | ||||
10/01/14 | 10/09/14 | 8 | ||||
10/02/14 | 10/12/14 | 10 | ||||
Russia | 12/27/14 | 01/09/14 | 13 | |||
12/30/14 | 01/10/14 | 11 | ||||
12/31/14 | 01/13/14 | 13 | ||||
South Africa | 12/23/13 | 01/02/14 | 10 | |||
12/24/13 | 01/03/14 | 10 |
2014 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
12/27/13 | 01/06/14 | 10 | ||||
12/30/13 | 01/07/14 | 8 | ||||
12/31/13 | 01/08/14 | 8 | ||||
03/14/14 | 03/24/14 | 10 | ||||
03/17/14 | 03/25/14 | 8 | ||||
03/18/14 | 03/26/14 | 8 | ||||
03/19/14 | 03/27/14 | 8 | ||||
03/20/14 | 03/28/14 | 8 | ||||
04/11/14 | 04/22/14 | 9 | ||||
04/14/14 | 04/23/14 | 9 | ||||
04/15/14 | 04/24/14 | 9 | ||||
04/16/14 | 04/25/14 | 9 | ||||
04/17/14 | 04/29/14 | 12 | ||||
04/22/14 | 04/30/14 | 8 | ||||
04/23/14 | 05/02/14 | 9 | ||||
04/24/14 | 05/05/14 | 11 | ||||
04/25/14 | 05/06/14 | 11 | ||||
04/29/14 | 05/07/14 | 8 | ||||
04/30/14 | 05/08/14 | 8 | ||||
06/09/14 | 06/17/14 | 8 | ||||
06/10/14 | 06/18/14 | 8 | ||||
06/11/14 | 06/19/14 | 8 | ||||
06/12/14 | 06/20/14 | 8 | ||||
06/13/14 | 06/23/14 | 10 | ||||
09/17/14 | 09/25/14 | 8 | ||||
09/18/14 | 09/26/14 | 8 | ||||
09/19/14 | 09/29/14 | 10 | ||||
09/22/14 | 09/30/14 | 8 | ||||
09/23/14 | 10/01/14 | 8 | ||||
12/09/14 | 12/17/14 | 8 | ||||
12/10/14 | 12/18/14 | 8 | ||||
12/11/14 | 12/19/14 | 8 | ||||
12/12/14 | 12/22/14 | 10 | ||||
12/15/14 | 12/23/14 | 8 | ||||
12/18/14 | 12/29/14 | 11 | ||||
12/19/14 | 12/30/14 | 11 | ||||
12/22/14 | 12/31/14 | 9 | ||||
12/23/14 | 01/02/15 | 10 | ||||
12/14/14 | 01/05/15 | 12 | ||||
12/29/14 | 01/06/15 | 8 | ||||
12/30/14 | 01/07/15 | 8 | ||||
12/31/14 | 01/08/15 | 8 | ||||
Spain | 04/14/14 | 04/22/14 | 8 | |||
04/15/14 | 04/23/14 | 8 | ||||
04/16/14 | 04/24/14 | 8 | ||||
Sri Lanka | 04/09/14 | 04/19/14 | 10 | |||
04/12/14 | 04/20/14 | 8 | ||||
04/13/14 | 04/21/14 | 8 | ||||
Sweden | 12/23/13 | 01/02/14 | 10 | |||
12/19/14 | 12/29/14 | 10 |
2014 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/02/15 | 10 | ||||
Switzerland | 12/23/13 | 01/03/14 | 11 | |||
12/27/13 | 01/06/14 | 10 | ||||
12/30/13 | 01/07/14 | 8 | ||||
12/19/14 | 12/29/14 | 10 | ||||
12/22/14 | 12/30/14 | 8 | ||||
12/23/14 | 01/05/14 | 13 | ||||
12/29/14 | 01/06/14 | 8 | ||||
12/30/14 | 01/07/14 | 8 | ||||
The United Arab Emirates | 07/22/14 | 07/30/14 | 8 | |||
07/23/14 | 07/31/14 | 8 | ||||
07/24/14 | 08/01/14 | 8 | ||||
11/26/14 | 12/04/14 | 8 | ||||
11/27/14 | 12/08/14 | 11 | ||||
Vietnam | 04/29/14 | 05/07/14 | 8 |
2015 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
China | 02/13/15 | 02/25/15 | 12 | |||
02/16/15 | 02/26/15 | 10 | ||||
02/17/15 | 02/27/15 | 10 | ||||
09/28/15 | 10/08/15 | 10 | ||||
09/29/15 | 10/09/15 | 10 | ||||
09/30/15 | 10/12/15 | 12 | ||||
Denmark | 03/30/15 | 04/07/15 | 8 | |||
03/31/15 | 04/08/15 | 8 | ||||
04/01/15 | 04/09/15 | 8 | ||||
Norway | 03/30/15 | 04/07/15 | 8 | |||
03/31/15 | 04/08/15 | 8 | ||||
04/01/15 | 04/09/15 | 8 | ||||
The Philippines | 12/22/14 | 01/02/15 | 11 | |||
12/23/14 | 01/04/15 | 12 | ||||
12/23/14 | 01/05/15 | 13 | ||||
12/28/14 | 01/05/15 | 8 | ||||
12/29/14 | 01/06/15 | 8 | ||||
Qatar | 07/15/15 | 07/23/15 | 8 | |||
07/16/15 | 07/26/15 | 10 | ||||
07/19/15 | 07/27/15 | 8 | ||||
09/16/15 | 09/24/15 | 8 | ||||
09/17/15 | 09/27/15 | 10 | ||||
09/20/15 | 09/28/15 | 8 | ||||
Russia | 12/24/14 | 01/09/15 | 16 | |||
12/26/14 | 01/12/15 | 17 | ||||
12/29/14 | 01/13/15 | 15 | ||||
12/24/15 | 01/11/16 | 18 | ||||
12/28/15 | 01/15/16 | 15 |
2015 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
12/29/15 | 01/18/15 | 18 | ||||
South Africa | 12/23/14 | 01/02/15 | 10 | |||
12/24/14 | 01/05/15 | 12 | ||||
12/29/14 | 01/06/15 | 8 | ||||
12/30/14 | 01/07/15 | 8 | ||||
12/31/14 | 01/08/15 | 8 | ||||
03/27/15 | 04/07/15 | 11 | ||||
03/30/15 | 04/08/15 | 9 | ||||
03/31/15 | 04/09/15 | 9 | ||||
04/01/15 | 04/10/15 | 9 | ||||
04/02/15 | 04/13/15 | 11 | ||||
04/20/15 | 04/28/15 | 8 | ||||
04/21/15 | 04/29/15 | 8 | ||||
04/22/15 | 04/30/15 | 8 | ||||
04/23/15 | 05/01/15 | 8 | ||||
04/23/15 | 05/04/15 | 11 | ||||
04/24/15 | 05/05/15 | 11 | ||||
04/28/15 | 05/06/15 | 8 | ||||
04/29/15 | 05/07/15 | 8 | ||||
04/30/15 | 05/08/15 | 8 | ||||
06/09/15 | 06/17/15 | 8 | ||||
06/10/15 | 06/18/15 | 8 | ||||
06/11/15 | 06/19/15 | 8 | ||||
06/12/15 | 06/22/15 | 10 | ||||
06/15/15 | 06/23/15 | 8 | ||||
08/03/15 | 08/11/15 | 8 | ||||
08/04/15 | 08/12/15 | 8 | ||||
08/05/15 | 08/13/15 | 8 | ||||
08/06/15 | 08/14/15 | 8 | ||||
08/07/15 | 08/17/15 | 10 | ||||
09/17/15 | 09/25/15 | 8 | ||||
09/18/15 | 09/28/15 | 10 | ||||
09/21/15 | 09/29/15 | 8 | ||||
09/22/15 | 09/30/15 | 8 | ||||
09/23/15 | 10/01/15 | 8 | ||||
12/09/15 | 12/17/15 | 8 | ||||
12/10/15 | 12/18/15 | 8 | ||||
12/11/15 | 12/21/15 | 10 | ||||
12/14/15 | 12/22/15 | 8 | ||||
12/15/15 | 12/23/15 | 8 | ||||
12/18/15 | 12/28/15 | 10 | ||||
12/21/15 | 12/29/15 | 8 | ||||
12/22/15 | 12/30/15 | 8 | ||||
12/23/15 | 12/31/15 | 8 | ||||
12/24/15 | 01/04/16 | 11 | ||||
12/28/15 | 01/05/16 | 8 | ||||
12/29/15 | 01/06/16 | 8 | ||||
12/30/15 | 01/07/16 | 8 | ||||
12/31/15 | 01/08/16 | 8 | ||||
Spain | 03/30/15 | 04/07/15 | 8 |
2015 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
03/31/15 | 04/08/15 | 8 | ||||
04/01/15 | 04/09/15 | 8 | ||||
Switzerland | 12/23/14 | 01/05/15 | 13 | |||
12/29/14 | 01/07/15 | 9 | ||||
12/30/14 | 01/08/15 | 9 | ||||
12/30/15 | 01/07/16 | 8 | ||||
Thailand | 04/08/15 | 04/16/15 | 8 | |||
04/09/15 | 04/17/15 | 8 | ||||
04/10/15 | 04/20/15 | 10 | ||||
Vietnam | 02/13/15 | 02/25/15 | 12 | |||
02/16/15 | 02/26/15 | 10 | ||||
02/17/15 | 02/27/15 | 10 | ||||
04/24/15 | 05/04/15 | 10 | ||||
04/27/15 | 05/05/15 | 8 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
Fund | Non-Expiring | |
iShares Emerging Markets Corporate Bond ETF | $ 177,446 | |
iShares Emerging Markets High Yield Bond ETF | 6,533,856 | |
iShares Emerging Markets Local Currency Bond ETF | 2,413,710 | |
iShares Global High Yield Corporate Bond ETF | 13,975 |
Fund | Ticker | Stock Exchange | ||
iShares Latin America Bond ETF (the “Fund”) | LTAM | NASDAQ |
• | High yield bonds may be issued by less creditworthy companies. These securities are vulnerable to adverse changes in the issuer’s industry and to general economic conditions. Issuers of high yield bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing. |
• | The issuers of high yield bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuer’s ability to pay its debt obligations also may be lessened by specific issuer developments, or the unavailability of additional financing. Issuers of high yield securities are often in the growth stage of their development and/or involved in a reorganization or takeover. |
• | High yield bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations, which will potentially limit the Fund’s ability to fully recover principal or to receive interest payments when senior securities are in default. Thus, investors |
in high yield securities have a lower degree of protection with respect to principal and interest payments than do investors in higher rated securities. | |
• | High yield bonds frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If an issuer redeems the high yield bonds, the Fund may have to invest the proceeds in bonds with lower yields and may lose income. |
• | Prices of high yield bonds are subject to extreme fluctuations. Negative economic developments may have a greater impact on the prices of high yield bonds than on those of other higher rated fixed income securities. |
• | High yield bonds may be less liquid than higher rated fixed income securities even under normal economic conditions. Under certain economic and/or market conditions, the Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. There are fewer dealers in the high yield bond market, and there may be significant differences in the prices quoted for high yield bonds by dealers, and such quotations may not be the actual prices available for a purchase or sale. Because high yield bonds are less liquid, judgment may play a greater role in the prices and values generated for such securities than in the case of securities trading in a more liquid market. |
• | The secondary markets for high yield securities are not as liquid as the secondary markets for higher rated securities. The secondary markets for high yield securities are concentrated in relatively few market makers and participants in the markets are mostly institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher rated securities and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. Under certain economic and/or market conditions, the Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. A less liquid secondary market may adversely affect the market price of the high yield security, which may result in increased difficulty selling the particular issue and obtaining accurate market quotations on the issue when valuing the Fund’s assets. Market quotations on high yield securities are available only from a limited number of dealers, and such quotations may not be the actual prices available for a purchase or sale. When the secondary market for high yield securities becomes more illiquid, or in the absence of readily available market quotations for such securities, the relative lack of reliable objective data makes it more difficult to value such securities, and judgment plays a more important role in determining such valuations. |
• | The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. |
• | The high yield bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news, whether or not it is based on fundamental analysis. Additionally, prices for high yield securities may be affected by legislative and regulatory developments. These developments could adversely affect the Fund’s net asset value and investment practices, the secondary market for high yield securities, the financial condition of issuers of these securities and the value and liquidity of outstanding high yield securities, especially in a thinly traded market. For example, federal legislation requiring the divestiture by federally insured savings and loan associations of their investments in high yield bonds and limiting the deductibility of interest by certain corporate issuers of high yield bonds adversely affected the market in the past. |
• | The Fund generally supports the board’s nominees in the election of directors and generally supports proposals that strengthen the independence of boards of directors; |
• | When a director has committed himself or herself to service on more than four public company boards (but no more than six public company boards in most circumstances), the Fund will consider such director’s individual circumstances in determining whether the director will be able to commit sufficient focus and time to a particular company; |
• | The Fund generally defers to an issuer’s choice of auditors so long as the corporate auditors represent the interests of shareholders and provide an independent view of the propriety of financial reporting decisions of management; |
• | The Fund generally favors disclosure of a company’s compensation and benefits policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a company’s board of directors; |
• | The Fund generally expects to support capital structure requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive; |
• | The Fund generally does not support proposals on social issues that lack a demonstrable economic benefit to the issuer and the Fund investing in such issuer; and |
• | The Fund generally votes against anti-takeover proposals and proposals that would create additional barriers or costs to corporate transactions that are likely to deliver a premium to shareholders. |
1. | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
2. | Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and (ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it |
engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. | |
3. | Issue “senior securities” as defined in the 1940 Act and the rules, regulations and orders thereunder, except as permitted under the 1940 Act and the rules, regulation and orders thereunder. |
4. | Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
5. | Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including options on currencies to the extent consistent with the Fund’s investment objective and policies). |
6. | Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities. |
• | The frequency of trades and quotes for the security; |
• | The number of dealers wishing to purchase or sell the security and the number of other potential purchasers; |
• | Dealer undertakings to make a market in the security; and |
• | The nature of the security and the nature of the marketplace in which it trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Robert
S. Kapito1 (57) |
Director
(since 2009). |
President and Director, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of BlackRock, Inc. (since 2006). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Mark
Wiedman2 (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 MSCI Russia Capped ETF, Inc. (since 2013); Trustee of iShares U.S. ETF Trust (since 2013); Director of PennyMac Financial Services, Inc. (since 2008). |
1 | 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. |
2 | 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. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Robert
H. Silver (58) |
Director
(since 2007); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Independent Chairman of iShares Trust, iShares MSCI Russia Capped ETF, Inc. and iShares U.S. ETF Trust (since 2012). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
George
G.C. Parker (74) |
Director
(since 2000). |
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 MSCI Russia Capped ETF, Inc. (since 2010); 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). | |||
John
E. Martinez (52) |
Director
(since 2003); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Cecilia
H. Herbert (64) |
Director
(since 2005); 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 MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of Forward Funds (34 portfolios) (since 2009). | |||
Charles
A. Hurty (70) |
Director
(since 2005); Audit Committee Chair (since 2006). |
Retired; Partner, KPMG LLP (1968-2001). | Trustee of iShares Trust (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011); Director of GMAM Absolute Return Strategy Fund (1 portfolio) (since 2002); Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (2 portfolios) (since 2002). | |||
John
E. Kerrigan (58) |
Director
(since 2005); Fixed Income Plus Committee Chair (since 2012). |
Chief Investment Officer, Santa Clara University (since 2002). | Trustee of iShares Trust (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director | |||
Madhav
V. Rajan (49) |
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 (2007-2008). | Trustee
of iShares Trust (since 2011); Director of iShares MSCI Russia Capped ETF, Inc. (since 2011); Trustee of iShares U.S. ETF Trust (since 2011); Director, Cavium, Inc. (since 2013). |
Name (Age) | Position | 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). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Jack
Gee (53) |
Treasurer
and Chief Financial Officer (since 2008). |
Managing Director, BlackRock (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009); Director of Fund Administration of Intermediary Investor Business, BGI (2004-2009). | ||
Eilleen
M. Clavere (61) |
Secretary
(since 2007). |
Director of Global Fund Administration, BlackRock (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 at Kirkpatrick & Lockhart LLP (2001-2005). | ||
Edward
B. Baer (45) |
Vice
President and Chief Legal Officer (since 2012). |
Managing Director of Legal & Compliance, BlackRock (since 2006); Director of Legal & Compliance, BlackRock (2004-2006). | ||
Warren
Collier (48) |
Executive Vice President (since 2013). | Managing Director, BlackRock (since 2009); COO, BlackRock Latin America and Iberia (2009-2012); COO, BGINA and BGI Canada Limited (2007-2009). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Scott
Radell (45) |
Executive
Vice President (since 2012). |
Managing Director, BlackRock (since 2009); Head of Portfolio Solutions, BlackRock (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 2007). |
Senior Managing Director, BlackRock (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 (50) |
Vice
President (since 2007). |
Managing Director, BlackRock (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). |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
Robert S. Kapito | None | None | None | |||
Mark Wiedman1 | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $50,001-$100,000 | |||||
Robert H. Silver | iShares 2015 AMT-Free Muni Term ETF | Over $100,000 | Over $100,000 | |||
iShares 2016 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares 2017 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares 2018 AMT-Free Muni Term ETF | Over $100,000 | |||||
iShares Core MSCI EAFE ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | Over $100,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares Core S&P Mid-Cap ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares High Dividend ETF | Over $100,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares J.P. Morgan USD Emerging Markets Bond ETF | $1-$10,000 | |||||
iShares MSCI ACWI ex U.S. ETF | $1-$10,000 | |||||
iShares MSCI BRIC ETF | $10,001-$50,000 | |||||
iShares MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares MSCI Frontier 100 ETF | $50,001-$100,000 | |||||
iShares National AMT-Free Muni Bond ETF | Over $100,000 | |||||
iShares Russell 1000 Growth ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | $10,001-$50,000 | |||||
iShares Russell 2000 Growth ETF | Over $100,000 | |||||
iShares Russell 2000 Value ETF | Over $100,000 | |||||
iShares Russell 3000 ETF | Over $100,000 | |||||
iShares Russell Mid-Cap Growth ETF | $1-$10,000 | |||||
iShares Russell Mid-Cap Value ETF | $1-$10,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares Select Dividend ETF | $10,001-$50,000 | |||||
iShares U.S. Broker-Dealers ETF | Over $100,000 | |||||
iShares U.S. Financial Services ETF | $50,001-$100,000 | |||||
iShares U.S. Preferred Stock ETF | Over $100,000 | |||||
iShares U.S. Regional Banks ETF | Over $100,000 | |||||
iShares U.S. Technology ETF | $50,001-$100,000 | |||||
George G.C. Parker | iShares California AMT-Free Muni Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core Total U.S. Bond Market ETF | $10,001-$50,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares S&P 100 ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 | |||||
John E. Martinez | iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | Over $100,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Emerging Markets Infrastructure ETF | Over $100,000 | |||||
iShares Global Consumer Staples ETF | Over $100,000 | |||||
iShares MSCI All Country Asia ex Japan ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares Russell 1000 ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares TIPS Bond ETF | Over $100,000 | |||||
Cecilia H. Herbert | iShares China Large-Cap ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $10,001-$50,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $10,001-$50,000 | |||||
iShares International Select Dividend ETF | $1-$10,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares National AMT-Free Muni Bond ETF | $10,001-$50,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares U.S. Preferred Stock ETF | $10,001-$50,000 | |||||
Charles A. Hurty | iShares China Large-Cap ETF | $10,001-$50,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P 500 ETF | $10,001-$50,000 | |||||
iShares Global Energy ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares High Dividend ETF | $10,001-$50,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares North American Tech-Multimedia Networking ETF | $1-$10,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Financials ETF | $1-$10,000 | |||||
iShares U.S. Technology ETF | $50,001-$100,000 | |||||
John E. Kerrigan | iShares MSCI ACWI ex U.S. ETF | Over $100,000 | Over $100,000 |
Name of Director | Fund | Dollar
Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
iShares Short-Term National AMT-Free Muni Bond ETF | Over $100,000 | |||||
Madhav V. Rajan | iShares Core MSCI Emerging Markets ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares High Dividend ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $50,001-$100,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 |
Name of Trustee | iShares
Latin America Bond ETF |
Pension
or Retirement Benefits Accrued As Part of Company Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
Independent Director: | ||||||||
Robert H. Silver | $0 | Not Applicable | Not Applicable | $ 325,000 | ||||
George G.C. Parker | 0 | Not Applicable | Not Applicable | 275,000 | ||||
John E. Kerrigan | 0 | Not Applicable | Not Applicable | 315,882 | ||||
Charles A. Hurty | 0 | Not Applicable | Not Applicable | 315,000 | ||||
Cecilia H. Herbert | 0 | Not Applicable | Not Applicable | 305,000 | ||||
John E. Martinez | 0 | Not Applicable | Not Applicable | 290,000 | ||||
Madhav V. Rajan | 0 | Not Applicable | Not Applicable | 301,765 | ||||
Interested Director: | ||||||||
Robert S. Kapito | $0 | Not Applicable | Not Applicable | $ 0 | ||||
Mark Wiedman3 | 0 | Not Applicable | Not Applicable | 0 | ||||
Michael Latham4 | 0 | Not Applicable | Not Applicable | 0 |
1 | No Director or officer is entitled to any pension or retirement benefits from the Company. |
2 | Includes compensation for service on the Boards of Trustees for iShares Trust and iShares U.S. ETF Trust and the Board of Directors of iShares MSCI Russia Capped ETF, Inc. |
3 | Appointed to serve as an Interested Director effective December 31, 2013. |
4 | Served as an Interested Director through December 31, 2013. |
James Mauro | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 70 | $133,700,000,000 | ||
Other Pooled Investment Vehicles | 16 | $ 17,300,000,000 | ||
Other Accounts | 9 | $ 13,300,000,000 | ||
Accounts with Incentive-Based Fee Arrangements | 1 | $ 1,000,000,000 |
Scott Radell | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | 76 | $140,700,000,000 | ||
Other Pooled Investment Vehicles | 4 | $ 3,000,000,000 | ||
Other Accounts | 5 | $ 2,800,000,000 | ||
Accounts with Incentive-Based Fee Arrangements | 2 | $ 1,700,000,000 |
James Mauro | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | 0 | N/A | ||
Other Pooled Investment Vehicles | 0 | N/A | ||
Other Accounts | 1 | $1,000,000,000 |
Scott Radell | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | 0 | N/A | ||
Other Pooled Investment Vehicles | 1 | $1,100,000,000 | ||
Other Accounts | 1 | $ 600,000,000 |
Shares
Per Creation Unit |
Value
Per Creation Unit (U.S.$) | |
200,000 | $10,000,000 |
Standard
Creation Transaction Fee |
Maximum
Additional Charge* | |
$1,300 | 3.0% |
* | As a percentage of the net asset value per Creation Unit. |
Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | |
$1,300 | 2.0% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
iShares, Inc.
File Nos. 33-97598 and 811-09102
Part C
Other Information
Item 28. Exhibits
PEA # 358
Exhibit Number |
Description | |
(a.1) | Articles of Restatement, dated September 13, 2006, are incorporated herein by reference to Post-Effective Amendment No. 31, filed December 26, 2006 (PEA No. 31). | |
(a.2) | Articles of Amendment, dated December 18, 2006, are incorporated herein by reference to PEA No. 31. | |
(a.3) | Articles Supplementary, dated December 18, 2006, are incorporated herein by reference to PEA No. 31. | |
(a.4) | Articles Supplementary, dated June 30, 2007, are incorporated herein by reference to Post-Effective Amendment No. 35, filed July 19, 2007. | |
(a.5) | Articles of Amendment, dated March 5, 2008, are incorporated herein by reference to Post-Effective Amendment No. 55, filed March 26, 2008 (PEA No. 55). | |
(a.6) | Articles Supplementary, dated March 5, 2008, are incorporated herein by reference to PEA No. 55. | |
(a.7) | Articles Supplementary, dated June 19, 2008, are incorporated herein by reference to Post-Effective Amendment No. 79, filed December 23, 2008. | |
(a.8) | Articles Supplementary, dated February 24, 2009, are incorporated herein by reference to Post-Effective Amendment No. 100, filed September 28, 2009. | |
(a.9) | Articles Supplementary, dated December 10, 2009, are incorporated herein by reference to Post-Effective Amendment No. 105, filed December 23, 2009 (PEA No. 105). | |
(a.10) | Articles Supplementary, dated March 18, 2011, are incorporated herein by reference to Post-Effective Amendment No. 132, filed June 30, 2011 (PEA No. 132). | |
(a.11) | Articles Supplementary, dated September 7, 2011, are incorporated herein by reference to Post-Effective Amendment No. 140, filed September 9, 2011 (PEA No. 140). | |
(a.12) | Articles Supplementary, dated September 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 151, filed October 6, 2011. | |
(a.13) | Articles Supplementary, dated October 31, 2011, are incorporated herein by reference to Post-Effective Amendment No. 160, filed November 1, 2011. | |
(a.14) | Articles Supplementary, dated December 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 205, filed January 30, 2012 (PEA No. 205). | |
(a.15) | Articles of Amendment, dated January 27, 2012, are incorporated herein by reference to PEA No. 205. | |
(a.16) | Articles of Amendment, dated February 8, 2012, are incorporated herein by reference to Post-Effective Amendment No. 207, filed February 10, 2012. | |
(a.17) | Articles of Amendment, dated March 15, 2012, are incorporated herein by reference to Post-Effective Amendment No. 224, filed March 23, 2012 (PEA No. 224). | |
(a.18) | Articles Supplementary, dated March 15, 2012, are incorporated herein by reference to PEA No. 224. | |
(a.19) | Articles Supplementary, dated June 21, 2012, are incorporated herein by reference to Post-Effective Amendment No. 241, filed July 16, 2012 (PEA No. 241). | |
(a.20) | Articles Supplementary, dated August 20, 2012, are incorporated herein by reference to Post-Effective Amendment No. 246, filed August 20, 2012. |
(a.21) | Articles of Amendment, dated October 11, 2012, are incorporated herein by reference to Post-Effective Amendment No. 255, filed October 15, 2012 (PEA No. 255). | |
(a.22) | Articles of Amendment, dated November 9, 2012, are incorporated herein by reference to Post-Effective Amendment No. 261, filed November 9, 2012. | |
(a.23) | Articles Supplementary, dated January 18, 2013, are incorporated herein by reference to Post-Effective Amendment No. 274, filed January 18, 2013. | |
(a.24) | Articles of Amendment, dated March 14, 2013, are incorporated herein by reference to Post-Effective Amendment No. 289, filed March 28, 2013 (PEA No. 289). | |
(a.25) | Articles Supplementary, dated March 28, 2013, are incorporated herein by reference to PEA No. 289. | |
(a.26) | Articles of Amendment, dated April 30, 2013, are incorporated herein by reference to Post-Effective Amendment No. 296, filed May 1, 2013. | |
(a.27) | Articles of Amendment, dated June 28, 2013, are incorporated herein by reference to Post-Effective Amendment No. 313, filed July 5, 2013 (PEA No. 313). | |
(a.28) | Articles Supplementary, dated January 31, 2014, are incorporated herein by reference to Post-Effective Amendment No. 354, filed January 31, 2014. | |
(b.1) | Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 113, filed May 3, 2010 (PEA No. 113). | |
(c) | None. | |
(d.1) | Investment Advisory Agreement, dated December 1, 2009, between Registrant and BlackRock Fund Advisors (BFA) is incorporated herein by reference to PEA No. 105. | |
(d.2) | Schedule A to the Investment Advisory Agreement between Registrant and BFA is incorporated herein by reference to Post-Effective Amendment No. 344, filed December 23, 2013 (PEA No. 344). | |
(d.3) | Schedule A to the Investment Advisory Agreement between iShares Trust and BFA is incorporated herein by reference to PEA No. 319. | |
(d.4) | Schedule A to the Investment Advisory Agreement between iShares MSCI Russia Capped ETF, Inc.1 and BFA is incorporated herein by reference to Post-Effective Amendment No. 283, filed February 22, 2013. | |
(d.5) | Master Advisory Fee Waiver Agreement, dated December 1, 2009, between Registrant and BFA is incorporated herein by reference to Post-Effective Amendment No. 120, filed December 20, 2010. | |
(d.6) | Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference by PEA No. 344. | |
(d.7) | Form of Participation Agreement is incorporated herein by reference to PEA No. 255. | |
(d.8) | Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited is incorporated herein by reference to Post-Effective Amendment No. 156, filed October 18, 2011. | |
(d.9) | Appendix A to the Sub-Advisory Agreement is filed herein. | |
(e.1) | Distribution Agreement between Registrant and BlackRock Investments, LLC (BRIL), dated February 3, 2012, is incorporated herein by reference to PEA No. 313. | |
(e.2) | Exhibit A to the Distribution Agreement is incorporated herein by reference to PEA No. 319. | |
(e.3) | Form of Authorized Participant Agreement is incorporated herein by reference to Post-Effective Amendment No. 27, filed December 30, 2003. | |
(e.4) | Form of Sales and Investor Services Agreement incorporated herein by reference to Post-Effective Amendment No. 18, filed December 29, 2000 (PEA No. 18). | |
(f) | None. | |
(g) | Service Module for Custodial Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 140. |
(h.1) | Master Services Agreement, dated April 21, 2011, between the Registrant and State Street Bank and Trust Company (State Street) is incorporated herein by reference to PEA No. 132. | |
(h.2) | Exhibit A to the Master Services Agreement is incorporated herein by reference to PEA No. 319. | |
(h.3) | Service Module for Fund Administration and Accounting Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 140. | |
(h.4) | Service Module for Transfer Agency Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 140. | |
(h.5) | Sub-License Agreement between Registrant and BlackRock Institutional Trust Company, N.A. (BTC)2 with respect to the use of the MSCI Indexes, dated May 8, 2000, is incorporated herein by reference to PEA No. 18. | |
(h.6) | Amendment to the Sub-License Agreement, dated March 18, 2000, between Registrant and BTC2 with respect to the use of the MSCI Indexes is incorporated herein by reference to PEA No. 113. | |
(h.7) | Amended and Restated Securities Lending Agency Agreement, dated January 1, 2014, among the Registrant, iShares Trust, iShares MSCI Russia Capped ETF, Inc.1, iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BTC2 is filed herein. | |
(h.8) | Schedule A to the Amended and Restated Securities Lending Agency Agreement is incorporated herein by reference to PEA No. 319. | |
(h.9) | Form of Master Securities Loan Agreement (including forms of Annexes, Schedule and Appendix thereto) is incorporated herein by reference to Post-Effective Amendment No. 107, filed January 29, 2010. | |
(h.10) | Sublicense Agreement between Registrant and BFA with respect to use of The Bank New York Mellon Indexes to be filed by amendment. | |
(i) | Legal Opinion and Consent of Venable LLP is filed herein. | |
(j) | Consent of PricewaterhouseCoopers LLP is filed herein. | |
(k) | None. | |
(l.1) | Subscription Agreement between the Registrant and Funds Distributor, Inc. is incorporated herein by reference to Pre-Effective Amendment No. 3 to the Registration Statement, filed March 6, 1996. | |
(l.2) | Letter of Representations among the Registrant, The Depository Trust Company (DTC) and Morgan Stanley Trust Company Exhibit is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registration Statement, filed March 1, 1996, to the Companys initial registration statement on Form N-1A filed on September 29, 1995. | |
(l.3) | Letter of Representations between the Registrant and DTC, dated May 5, 2000, is incorporated herein by reference to PEA No. 18. | |
(l.4) | Letter of Representations between the Registrant and DTC, dated October 15, 2001, is incorporated herein by reference to Post-Effective Amendment No. 21, filed October 22, 2001. | |
(m) | Not applicable. | |
(n) | None. | |
(o) | Not applicable. | |
(p.1) | Code of Ethics for Fund Access Persons is incorporated herein by reference to PEA No. 241. | |
(p.2) | Advisory Employee Investment Transaction Policy for BlackRock Affiliated Companies is incorporated herein by reference to PEA No. 241. | |
(p.3) | Code of Ethics for BRIL is incorporated herein by reference to Post-Effective Amendment No. 335, filed October 24, 2013. | |
(q) | Powers of Attorney, each dated December 31, 2013, for Manish Mehta, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, George G.C. Parker, John E. Martinez, Madhav V. Rajan, Jack Gee and Robert S. Kapito are incorporated herein by reference to Post-Effective Amendment No. 349, filed January 10, 2014 (PEA No. 349). |
1 | Prior to July 1, 2013, iShares MSCI Russia Capped ETF, Inc. was known as iShares MSCI Russia Capped Index Fund, Inc. |
2 | Prior to December 1, 2009, BTC was known as Barclays Global Investors, N.A. |
Item 29. Persons Controlled By or Under Common Control with Registrant.
None.
Item 30. Indemnification.
It is the Funds policy to indemnify officers, directors, employees and other agents to the maximum extent permitted by Section 2-418 of the Maryland General Corporation Law, Article EIGHTH of the Funds Articles of Restatement, and Article VI of the Funds By-Laws (each set forth below).
Section 2-418 of the Maryland General Corporation Law reads as follows:
(a)(1) In this section the following words have the meanings indicated.
(2) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessors existence ceased upon consummation of the transaction.
(3) Director means any person who is or was a director of a corporation and any person who, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise, or employee benefit plan.
(4) Expenses include attorneys fees.
(5) Official capacity means the following:
(i) When used with respect to a director, the office of director in the corporation; and
(ii) When used with respect to a person other than a director as contemplated in subsection (j) of this section, the elective or appointive office in the corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation.
(iii) Official capacity does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.
(6) Party includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) Proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation.
(3)(i) The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the director did not meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses under this section for a proceeding brought by that director against the corporation, except:
(i) For a proceeding brought to enforce indemnification under this section; or
(ii) If the charter or bylaws of the corporation, a resolution of the board of directors of the corporation, or an agreement approved by the board of directors of the corporation to which the corporation is a party expressly provide otherwise.
(c) A director may not be indemnified under subsection (b) of this section in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the directors official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection (b) of this section, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.
(2) A court of appropriate jurisdiction, upon application of a director and such notice as the court shall require, may order indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement under paragraph (1) of this subsection, the court shall order indemnification, in which case the director shall be entitled to recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the standards of conduct set forth in subsection (b) of this section or has been adjudged liable under the circumstances described in subsection (c) of this section, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the circumstances described in subsection (c) of this section shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which the proceeding involving the directors liability took place.
(e)(1) Indemnification under subsection (b) of this section may not be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of one or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full board in which the designated directors who are parties may participate;
(ii) By special legal counsel selected by the board of directors or a committee of the board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the full board cannot be obtained herefore and the committee cannot be established, by a majority vote of the full board in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in paragraph (2)(ii) of this subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may not be voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the directors good faith belief that the standard of conduct necessary for indemnification by the corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.
(2) The undertaking required by paragraph (1)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the charter, bylaws, or contract or as specified in subsection (e)(2) of this section.
(g) The indemnification and advancement of expenses provided or authorized by this section may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
(h) This section does not limit the corporations power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance of the directors duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed fines; and
(3) Action taken or omitted by the director with respect to an employee benefit plan in the performance of the directors duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the extent provided in subsection (d) of this section for a director and shall be entitled, to the same extent as a director, to seek indemnification pursuant to the provisions of subsection (d) of this section;
(2) A corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an officer, employee, or agent who is not a director to such further extent, consistent with law, as may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such persons position, whether or not the corporation would have the power to indemnify against liability under the provisions of this section.
(2) A corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may be provided by a subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported in writing to the stockholders with the notice of the next stockholders meeting or prior to the meeting.
Article EIGHTH of the Funds Articles of Restatement provides as follows:
The Corporation shall indemnify to the fullest extent permitted by law (including the Investment Company Act of 1940, as amended (the 1940 Act)) any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such persons testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as director, officer or employee. To the fullest extent permitted by
law (including the 1940 Act), expenses incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this Article EIGHTH shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this Article EIGHTH shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this Article EIGHTH, the term Corporation shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term other enterprise shall include any corporation, partnership, joint venture, trust or employee benefit plan; service at the request of the Corporation shall include service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.
Nothing in Article SEVENTH or in this Article EIGHTH protects or purports to protect any director or officer against any liability to the Corporation or its security holders to which he or she would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Article VI of the Funds Amended and Restated By-Laws provides as follows:
Section 1. Insurance. Subject to the provisions of the 1940 Act, the Corporation, directly, through third parties or through affiliates of the Corporation, may purchase, or provide through a trust fund, letter of credit or surety bond insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee, partner, trustee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of such persons position, whether or not the Corporation would have the power to indemnify such person against such liability.
Section 2. Indemnification and Advance of Expenses. To the maximum extent permitted by Maryland law, in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director or officer of any other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. Any indemnification or advance of expenses made pursuant to this Article shall be subject to applicable requirements of the 1940 Act. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Securities Act of 1933
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the 1933 Act) may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Section 17.1 of the Master Services Agreement between Registrant and State Street provides as follows:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (Losses) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the State Street Infringement Items), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Funds combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Funds use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Streets failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
Section 8.02 of the Distribution Agreement between Registrant and BRIL provides as follows:
The Distribution Agreement provides that BRIL agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Company Indemnified Parties) from and against any and all losses to which the Company Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Company by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Companys own willful misfeasance, willful misconduct or gross negligence or the Companys reckless disregard of its obligations under the Distribution Agreement or (B) the Companys material breach of the Distribution Agreement.
In certain circumstances, an Authorized Participant may be deemed an affiliate of the Fund. Section 10 of the Authorized Participant Agreement provides indemnification of Authorized Participants as follows:
(b) The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, affiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any representations made in accordance with the iShares Procedures Handbook reasonably believed by the Participant to be genuine and to have been given by the Distributor.
(c) The Participant shall not be liable to the Distributor for any damages arising out of (i) mistakes or errors in data provided in connection with purchase or redemption transactions except for data provided by the Participant, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Distributor or any Indemnified Party who is a service provider to the Fund. The Participant shall not be liable for any action, representation, or solicitation made by the wholesalers of the Fund.
Item 31. Business and Other Connections of Investment Adviser.
The Company is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFAs business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV initially filed with the SEC (File No. 801-22609) on November 15, 1984 and updated thereafter and is incorporated herein by reference.
BlackRock International Limited (BIL) acts as sub-adviser for a number of affiliated registered investment companies advised by BlackRock Advisors, LLC. The address of each of these registered investment companies is 100 Bellevue Parkway, Wilmington, Delaware 19809. The address of BIL is 40 Torphichen Street, Edinburgh, EH3 8JB, United Kingdom. The list required by this Item 31 about officers and directors of BIL, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedule A and D of Form ADV, filed by BIL pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-51087).
Item 32. Principal Underwriters:
(a) | Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. |
BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:
BBIF Government Securities Fund | BlackRock Multi-State Municipal Series Trust | |
BBIF Money Fund | BlackRock Municipal Bond Fund, Inc. | |
BBIF Tax-Exempt Fund | BlackRock Municipal Series Trust | |
BBIF Treasury Fund | BlackRock Natural Resources Trust | |
BIF Government Securities Fund | BlackRock Pacific Fund, Inc. | |
BIF Money Fund | BlackRock Series Fund, Inc. | |
BIF Multi-State Municipal Series Trust | BlackRock Series, Inc. | |
BIF Tax-Exempt Fund | BlackRock Value Opportunities Fund, Inc. | |
BIF Treasury Fund | BlackRock Variable Series Funds, Inc. | |
BlackRock Allocation Target Shares | BlackRock World Income Fund, Inc. | |
BlackRock Balanced Capital Fund, Inc. | FDP Series, Inc. | |
BlackRock Basic Value Fund, Inc. | Funds For Institution Series | |
BlackRock Bond Fund, Inc. | iShares Trust | |
BlackRock California Municipal Series Trust | iShares MSCI Russia Capped ETF, Inc. | |
BlackRock Capital Appreciation Fund, Inc. | iShares U.S. ETF Trust | |
BlackRock Emerging Markets Fund, Inc. | Managed Account Series | |
BlackRock Equity Dividend Fund | Master Basic Value LLC | |
BlackRock EuroFund | Master Bond LLC | |
BlackRock Financial Institutions Series Trust | Master Focus Growth LLC | |
BlackRock Focus Growth Fund, Inc. | Master Government Securities LLC | |
BlackRock Funds | Master Institutional Money Market LLC | |
BlackRock Funds II | Master Investment Portfolio | |
BlackRock Funds III | Master Large Cap Series LLC | |
BlackRock Global Allocation Fund, Inc. | Master Money LLC | |
BlackRock Global SmallCap Fund, Inc. | Master Tax-Exempt LLC | |
BlackRock Index Funds, Inc. | Master Treasury LLC | |
BlackRock Large Cap Series Funds, Inc. | Master Value Opportunities LLC | |
BlackRock Latin America Fund, Inc. | Quantitative Master Series LLC | |
BlackRock Liquidity Funds | Ready Assets Prime Money Fund | |
BlackRock Long-Horizon Equity Fund | Ready Assets U.S. Treasury Money Fund | |
BlackRock Master LLC | Ready Assets U.S.A. Government Money Fund | |
BlackRock Mid Cap Value Opportunities Series, Inc. | Retirement Series Trust |
BRIL also acts as the principal underwriter or placement agent, as applicable, for each of the following closed-end registered investment companies:
BlackRock Fixed Income Value Opportunities
BlackRock Preferred Partners LLC
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRocks open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.
(b) | Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52nd Street, New York, NY 10055. |
Name |
Position(s) and Office(s) |
Position(s) and Office(s) with Registrant | ||
Robert Fairbairn | Chairman, Chief Executive Officer and Senior Managing Director | None | ||
Anne Ackerley | Managing Director | None | ||
Matthew Mallow | General Counsel and Senior Managing Director | None | ||
Russell McGranahan | Secretary and Managing Director | None | ||
Ned Montenecourt | Chief Compliance Officer and Director | None | ||
Saurabh Pathak | Chief Financial Officer and Director | None | ||
Francis Porcelli | Managing Director and Member, Board of Managers | None | ||
Joseph Craven | Managing Director | None | ||
Lisa Hill | Managing Director | None | ||
Brenda Sklar | Managing Director | None | ||
Terri Slane | Director and Assistant Secretary | None | ||
Melissa Walker | Vice President and Assistant Secretary | None | ||
Chris Nugent | Director | None | ||
Richard Prager | Member, Board of Managers | None | ||
Christopher Vogel | Member, Board of Managers | None |
(c) Not applicable.
Item 33. Location of Accounts and Records
(a) The Company maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules thereunder (collectively, the Records) at the offices of State Street, 200 Clarendon Street, Boston, MA 02116.
(b) BFA maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA, 94105.
(c) BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540.
(d) State Street maintains all Records relating to its services as transfer agent, fund accountant and custodian at 100 Summer Street, Boston, MA 02110.
Item 34. Management Services.
Not applicable.
Item 35. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 358 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 28th day of February, 2014.
iSHARES, INC. | ||||
By: |
| |||
Manish Mehta* | ||||
President | ||||
Date: February 28, 2014 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 358 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
By: |
| |||
Mark Wiedman* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
John E. Martinez* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
George G.C. Parker* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
Cecilia H. Herbert* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
Charles A. Hurty* | ||||
Director | ||||
Date: February 28, 2014 |
| ||||
John E. Kerrigan* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
Robert H. Silver* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
Madhav V. Rajan* | ||||
Director | ||||
Date: February 28, 2014 | ||||
| ||||
Robert S. Kapito* | ||||
Director | ||||
Date: February 28, 2014 | ||||
/s/ Jack Gee | ||||
Jack Gee | ||||
Treasurer | ||||
Date: February 28, 2014 | ||||
*By: | /s/ Jack Gee | |||
Jack Gee | ||||
Attorney-in-fact | ||||
Date: February 28, 2014 |
* | Powers of Attorney, each dated December 31, 2013, for Manish Mehta, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, George G.C. Parker, John E. Martinez, Madhav V. Rajan and Robert S. Kapito are incorporated herein by reference to PEA No. 349. |
Exhibit Index
(d.9) | Appendix A to the Sub-Advisory Agreement. | |
(h.7) | Amended and Restated Securities Lending Agency Agreement. | |
(i) | Legal Opinion and Consent of Venable LLP. | |
(j) | Consent of PricewaterhouseCoopers LLP. |
Exhibit (d.9)
Exhibit A
to the Sub-Advisory Agreement
between BlackRock Fund Advisors
and BlackRock International Limited
Fund and Sub-Advisory Fees
Fund |
Sub-Advisory Fee | |
iShares 1-3 Year International Treasury Bond ETF iShares Emerging Markets Local Currency Bond ETF iShares Global ex USD High Yield Corporate Bond ETF iShares Global High Yield Corporate Bond ETF iShares Global Inflation-Linked Bond ETF iShares International Inflation-Linked Bond ETF iShares International Preferred Stock ETF iShares International Treasury Bond ETF |
As set forth below |
Fees:
Pursuant to Clause 9, Adviser shall pay to Sub-Adviser a fee calculated as follows:
(a) to the extent the Sub-Adviser is providing services solely relating to trading, an amount equal to the actual pre-tax sums incurred by Sub-Adviser in connection with the performance or provision of the Services under this Agreement together with an additional sum equal to 10% of such actual sums incurred with respect to the Portfolios.
(b) to the extent the Sub-adviser is providing services relating to portfolio management and trading, an amount equal to twenty percent (20%) of fees net of any applicable expenses paid by the Adviser. Applicable expenses may include, but are not limited to, rebates, waivers, retrocessions, distribution related costs, and fund related expenses and index license fees and other costs incurred by the Adviser.
Fees shall be paid no less than quarterly, and shall be paid exclusive of any Value Added Tax (VAT), which shall be charged separately to Adviser, if applicable.
Amended and Approved by the Board of Trustees of iShares Trust and by the Board of Directors of iShares, Inc. on June 10-11, 2013.
Exhibit (h.7)
SECOND AMENDED AND RESTATED
SECURITIES LENDING AGENCY AGREEMENT
AGREEMENT, dated as of January 1, 2014, between iShares, Inc., a Maryland corporation, iShares MSCI Russia Capped ETF, Inc. (f/k/a iShares MSCI Russia Capped Index Fund, Inc.), a Maryland corporation, iShares U.S. ETF Company, Inc., a Maryland corporation, iShares U.S. ETF Trust, a Delaware statutory trust, and iShares Trust, a Delaware statutory trust (each singly and together, the Company), acting on behalf of the funds listed on Schedule A hereto and any future series or portfolio of the Company (each, a Fund), and BlackRock Institutional Trust Company, N.A., a national banking association (BTC) and its successors.
WHEREAS, the Company is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, BTC acts as the agent for iShares, Inc., iShares Trust, iShares MSCI Russia Capped ETF, Inc., iShares U.S. ETF Company, Inc. and iShares U.S. ETF Trust for the purpose of lending Securities in the Account (as defined below) pursuant to a securities lending agency agreement, dated as of December 6, 2011, as amended; and
WHEREAS, the parties to this Agreement desire to amend and restate such agreement on the terms set forth herein;
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. Definitions.
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meaning assigned to them in the applicable Securities Lending Agreement.
1.1 Account shall mean the custodial account or accounts established and maintained by the Custodian on behalf of each Fund for the safekeeping of Securities and monies of the Fund from time to time.
1.2 Approved Investment shall mean any type of investment permitted for Cash Collateral under the Securities Lending Guidelines.
1.3 Authorized Person shall be any officer of the Company and any other person, whether or not any such person is an officer or employee of the Company, duly authorized by resolutions of the Company to give Oral Instructions and/or Written Instructions on behalf of the Company, such persons to be designated in a Certificate which contains a specimen signature of such person.
1.4 Book-Entry System shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering Government Securities (as defined herein), its successors or equivalent and nominees.
1.5 Borrower shall mean any entity which is permitted to borrow Securities from the Company pursuant to then applicable law, regulation, and/or interpretation and pursuant to the Securities Lending Guidelines, and which has a valid Securities Lending Agreement in place with BTC.
1.6 Business Day shall mean, with respect to a Fund for which Securities loans are outstanding pursuant to this Agreement, a day on which both such Fund and BTC are open for business.
1.7 Cash Collateral shall mean either Fed funds or New York Clearing House funds or their equivalent if denominated in U.S. dollars, or the equivalent if the Cash Collateral is denominated in a currency other than U.S. dollars, as applicable for a particular loan of Securities.
1.8 Cash Management Costs shall mean the expenses incurred in connection with the management and investment of a Funds Cash Collateral, including fees and expenses payable to BTC, BlackRock Fund Advisors (BFA) or any other affiliate of BTC (or its successors) as a result of the investment of Cash Collateral in any joint account, fund or similar vehicle.
1.9 Certificate shall mean any notice, instruction, schedule or other instrument in writing, authorized or required by this Agreement to be given to BTC, which is actually received by BTC and signed on behalf of the Company by an Authorized Person or a person reasonably believed by BTC to be an Authorized Person.
1.10 Collateral shall mean Cash Collateral, Government Securities and Letters of Credit, plus such other collateral as may be then permitted by applicable law, regulation and/or interpretation, and the Securities Lending Guidelines.
1.11 Collateral Account shall mean a segregated account or accounts established and maintained by the Custodian for the purpose of holding Collateral and Approved Investments, and interest, dividends and other payments and distributions received with respect to Collateral and Approved Investments (Distributions). A Collateral Account may include a joint account as permitted by the Securities Lending Guidelines.
1.12 Custodian shall mean State Street Bank and Trust Company, a trust company organized and existing under the laws of the Commonwealth of Massachusetts, or such other company that may from time to time be retained as custodian by the Company with respect to one or more Funds.
1.13 Depository shall mean the Depository Trust Company, Euroclear, and any other securities depository, sub-depository or clearing agency (and their respective successors and nominees) authorized under applicable law or regulation to act as a securities depository, sub-depository or clearing agency, including any foreign securities depository or sub-depository for the Company.
- 2 -
1.14 Earnings Account shall mean a segregated account established and maintained by the Custodian for the purpose of receiving any Securities Loan Fee paid by Borrowers in connection with Securities loans hereunder.
1.15 Government Security shall mean book-entry Treasury securities (as defined in Subpart 0 of Treasury Department Circular No. 300, 31 C.F.R. 306) and any other securities issued or guaranteed by the United States government or any agency or instrumentality of the United States government.
1.16 Lending Complex shall mean the Funds as defined in the preamble to this Agreement.
1.17 Letter of Credit shall mean an unconditional and irrevocable letter of credit in favor of BTC as agent for the Fund issued by a bank other than the Borrower, the creditworthiness of which has been deemed to be acceptable by BTC and which meets any applicable requirements in the Securities Lending Guidelines.
1.18 Oral Instructions shall mean verbal instructions actually received by BTC from an Authorized Person or from a person reasonably believed by BTC to be an Authorized Person.
1.19 Rebate shall mean the amount payable by the Fund to a Borrower in connection with Securities loans at any time collateralized by Cash Collateral.
1.20 Securities Lending Agreement shall mean with respect to any Borrower, the agreement pursuant to which BTC lends securities on behalf of its customers (including the Fund) to such Borrower, as amended from time to time, which agreement shall meet any applicable requirements in the Securities Lending Guidelines. The Securities Lending Agreement may be in the form of a master agreement covering a series of Securities lending transactions from multiple lenders, including the Company.
1.21 Securities Lending Guidelines shall mean guidelines governing the Companys Securities lending program adopted by the Company and provided to BTC from time to time. The Securities Lending Guidelines may address any aspect of the Companys Securities lending program, including without limitation the kinds of Securities that may be lent, permissible forms of Collateral, permissible Approved Investments, the selection of Borrowers, and regular reporting to the Company.
1.22 Securities Loan Fee shall mean the amount payable by a Borrower to BTC, as agent for the Fund, pursuant to the applicable Securities Lending Agreement in connection with Securities loans, if any, collateralized by Collateral other than Cash Collateral.
1.23 Security shall mean any Government Securities, non-U.S. securities, U.S. common stock and other equity securities, bonds, debentures, corporate debt securities, notes, mortgages or other obligations, and any certificates, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, which are available for lending pursuant to Section 2.2 of this Agreement.
- 3 -
1.24 Written Instructions shall mean written communications actually received by BTC from an Authorized Person or from a person reasonably believed by BTC to be an Authorized Person by letter, memorandum, telecopy facsimile, computer, video (CRT) terminal or other on-line system, or any other method whereby BTC is able to verify with a reasonable degree of certainty the identity of the sender.
2. Appointment; Scope of Agency Authority.
2.1 Appointment. The Company, on behalf of each Fund, hereby appoints BTC as its agent to lend Securities in the Account to Borrowers from time to time as hereinafter set forth, and BTC hereby accepts appointment as such agent and agrees to so act.
2.2 Securities Subject to Lending. Unless the Company provides BTC Written Instructions to the contrary, all Securities maintained in the Account shall be available for lending pursuant to this Agreement.
2.3 Securities Lending Agreement.
(a) Attached hereto as Exhibit A are the standard forms of Securities Lending Agreements in effect between BTC and the Borrowers as of the date hereof. BTC shall provide the Company with any proposed material amendments or changes, and notify the Company of any such amendments or changes, to any form of Securities Lending Agreement to be used prior to their effectiveness. The Company may elect, without penalty, to terminate any Borrower if it opposes the change.
(b) BTC is hereby authorized to lend Securities in the Account to Borrowers pursuant to the Securities Lending Agreements, this Agreement and the Securities Lending Guidelines.
2.4 Loan Opportunities. The Company on behalf of each Fund acknowledges and agrees that BTC shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BTC based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BTC has made fewer or more loans for any other customer than for the Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.
2.5 Use of Book-Entry System and Depositories. The Company on behalf of each Fund hereby authorizes BTC on a continuous and on-going basis, to deposit in the Book-Entry System and any Depositories all Securities eligible for deposit therein and to utilize the Book-Entry System and Depositories to the extent possible in connection with its receipt and delivery of Securities, Collateral, Approved Investments and monies under this Agreement. Where Securities, Collateral (other than Cash Collateral) and Approved Investments eligible for deposit in the Book-Entry System or a Depository are transferred to the Account, BTC shall identify or cause to be identified as belonging to the Fund a quantity of securities in a fungible bulk of securities shown on BTCs account on the books of the Book-Entry System or the applicable Depository. Securities, Collateral and Approved Investments deposited in the Book-Entry
- 4 -
System or a Depository will be commingled in accounts which include assets held by BTC for customers, including but not limited to accounts in which BTC acts in a fiduciary or agency capacity, as well as assets held by or on behalf of other clients or participants of the Book-Entry System or Depository.
2.6 Use of Third-Party Service Providers. The Company on behalf of each Fund hereby acknowledges and agrees that BTC may utilize third-party service providers to perform or analyze the functions described herein, including service providers in which BTC may have an ownership interest. As permitted by Section 5.8 below, these services may require the transmission, use or sharing of data created in Securities lending transactions involving the Funds. BTC shall bear the cost of any such service providers out of its portion of the proceeds from Securities lending.
3. Representations and Warranties.
3.1 Companys Representations. The Company hereby represents and warrants to BTC, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:
(a) This Agreement and the Securities Lending Guidelines have been approved by the Board of Trustees or Board of Directors of the Company (as applicable); this Agreement is, and, if properly entered into under the terms of this Agreement and the Securities Lending Guidelines, each Securities loan and Approved Investment will be, legally and validly entered into by the Company on behalf of each Fund, does not, and will not, violate any statute, regulation, rule, order or judgment binding on the Fund, or any provision of the Companys charter or by-laws, or any agreement binding on the Company or affecting its property, and is enforceable against the Company and each Fund in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors rights generally;
(b) The person executing this Agreement and all Authorized Persons acting on behalf of the Company or any Fund has and have been duly and properly authorized to do so;
(c) Each Fund is lending Securities as principal for its own account and it will not transfer, assign or encumber its interest in, or rights with respect to, any Securities loans; and
(d) All Securities available for lending pursuant to Section 2.2 of this Agreement are free and clear of all liens, claims, security interests and encumbrances that would preclude their being lent as contemplated by this Agreement. The Company shall promptly notify BTC in the manner agreed between the parties from time to time when any Securities are no longer subject to the representations contained in this sub-paragraph (d).
3.2 BTCs Representations. BTC hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:
(a) This Agreement is legally and validly entered into by BTC, does not and will not, violate any statute, regulation, rule, order or, judgment binding on BTC, or any provision of
- 5 -
BTCs charter or by-laws, or any agreement binding on BTC or affecting its property, and is enforceable against BTC in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors rights generally;
(b) Both the person executing this Agreement on behalf of BTC and all persons acting on BTCs behalf pursuant to this Agreement have been duly and properly authorized to do so; and
(c) It will comply with all laws, rules and regulations, including without limitation the conditions of any exemptive orders granted to the Company by the Securities and Exchange Commission with respect to securities lending transactions, if required, applicable to the Securities lending transactions contemplated by this Agreement.
4. Securities Lending Transactions.
4.1 Compliance with Securities Lending Guidelines. BTC hereby acknowledges receipt of the current Securities Lending Guidelines. The Company shall promptly notify BTC of any changes to the Securities Lending Guidelines. BTC acknowledges and agrees that it shall only lend Securities on behalf of the Funds in accordance with the conditions of the Securities Lending Guidelines applicable to the Funds lending agent.
4.2 Loan Initiation. From time to time BTC may lend Securities to Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines. If instructed by the Company in writing, BTC shall refrain from lending a particular Security or from making loans to a particular Borrower.
4.3 Receipt of Collateral; Approved Investments.
(a) With respect to any Securities loan entered into on behalf of a Fund, BTC shall require that the Borrower deliver and maintain collateral that is equal at all times during the term of the loan to at least the market value of the Securities loaned and any accrued interest thereon. If Cash Collateral is received, BTC is hereby authorized and directed, without obtaining any further approval from the Fund, to invest and reinvest all or substantially all of the Cash Collateral received in any Approved Investments, including in the name of and on behalf of the Fund to redeem, withdraw or sell the same, and to receive distributions in the name of and on behalf of the Fund in accordance with the Securities Lending Guidelines. The Company hereby agrees to execute all necessary documents and take all necessary actions reasonably requested by BTC in order to permit BTC to so act with regard to Approved Investments. BTC shall instruct the Custodian to credit all Collateral, Approved Investments and Distributions received with respect to Collateral and Approved Investments to the Collateral Account and mark its books and records to identify the Funds ownership thereof as appropriate.
(b) All Approved Investments shall be for the account and risk of the Fund. To the extent any loss arising out of Approved Investments results in a deficiency in the amount of Collateral available for return to a Borrower pursuant to the Securities Lending Agreement, the Fund agrees to pay BTC on demand cash in an amount equal to such deficiency.
- 6 -
(c) Except as otherwise provided herein, all Collateral, Approved Investments and Distributions credited to the Collateral Account shall be controlled by, and subject only to the instructions of, BTC, and BTC shall not be required to comply with any instructions of the Company with respect to the same.
4.4 Distributions on Loaned Securities. Except as provided in the next sentence, all amounts received from the Borrower equivalent to all interest, dividends, and other distributions which the owner of the loaned Securities is entitled to receive shall be credited to the Funds Account on the date such amounts are delivered by the Borrower to the Custodian. Any non-cash distribution on loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable loan (and shall be considered to constitute loaned Securities) as of the date such non-cash distribution is declared payable whether or not it has been received by the Borrower, provided that any such addition shall be conditional upon the actual receipt of such non-cash distribution and may be reversed by the Custodian to the extent that such non-cash distribution is not received.
4.5 Mark to Market. BTC shall on each Business Day mark to market in U.S. dollars the value of all Collateral (other than Cash Collateral) and Securities loaned hereunder and accordingly receive and release Collateral in accordance with the applicable Securities Lending Agreement.
4.6 Collateral Substitutions. BTC may accept substitutions of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines and shall credit all such substitutions to the Collateral Account; provided, however, that unless other Collateral has been mutually agreed upon in writing by BTC and the Fund (including by means of the Securities Lending Guidelines), no other Collateral may be substituted for Cash Collateral.
4.7 Termination of Loans. In addition to BTCs authority to terminate a loan of Securities pursuant to the terms of the applicable Securities Lending Agreement as described in Section 2.4 above, BTC shall terminate any Securities loan to a Borrower in accordance with the applicable Securities Lending Agreement promptly:
(a) upon receipt by BTC of Oral Instructions or Written Instructions instructing it to terminate a Securities loan; provided that the Company may require that each Security must be returned to the Fund by no later than the date which is the standard settlement date for trades of such Security entered into on the date such Oral Instruction or Written Instruction is received by BTC;
(b) upon receipt by BTC of Oral Instructions or Written Instructions pursuant to the Securities Lending Guidelines to no longer lend to a particular Borrower;
(c) upon receipt of written notice from the Company terminating this Agreement with respect to one or more Funds in accordance with Section 6; or
(d) as contemplated by the Securities Lending Guidelines.
- 7 -
4.8 Securities Loan Fee. BTC shall receive any applicable Securities Loan Fee paid by any Borrower pursuant to a Securities Lending Agreement and credit all such amounts received to the Earnings Account.
4.9 Borrowers Financial Condition. BTC has delivered to BFA, the investment adviser to the Funds, each Borrowers most recent statements required to be furnished to customers by Rule 17a-5(c) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other documents as may be required, as have been made available to BTC pursuant to the Securities Lending Agreements. BTC shall promptly deliver to any investment adviser for the Funds all statements and financial information subsequently delivered to BTC and required to be furnished to BTC under the Securities Lending Agreements.
4.10 Transfer Taxes and Necessary Costs. All transfer taxes and necessary costs with respect to the transfer of the loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the loan shall be paid by the Borrower in accordance with the applicable Securities Lending Agreement.
4.11 BTCs Obligation. Except as specifically set forth herein, or in any applicable Securities Lending Agreement, BTC shall have no duty or obligation to take action to effect payment by a Borrower of any amounts owed by such Borrower pursuant to the Securities Lending Agreement.
4.12 Loans to Affiliated Borrowers. The Company and BTC have obtained an exemptive order from the Securities and Exchange Commission that permits BTC to lend Securities on behalf of the Funds to Affiliated Borrowers, provided that such loans are made in accordance with the conditions and procedures outlined in the exemptive order. BTC shall only make loans to Affiliated Borrowers in accordance with such conditions and procedures, as they may be amended from time to time, and only so long as they remain applicable, and in accordance with the Securities Lending Guidelines.
5. Concerning BTC.
5.1 Standard of Care: Indemnification.
(a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the Fund. BTC shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees) incurred by the Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTCs material breach of this Agreement or BTCs negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder.
Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.
- 8 -
(b) The Company on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTCs operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTCs negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.
(c) BTC shall indemnify and hold harmless the Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (Loss) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, bad faith or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the Securities lending activities undertaken pursuant to this Agreement, provided that BTCs indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
(d) prior to lending on behalf of any Fund or Funds, BTC shall have obtained a Guaranty and Indemnity from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or Funds. Upon the termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a guaranty from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, pursuant to which the guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guarantee and Indemnity by BlackRock, Inc. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is not a party.
5.2 No Obligation to Inquire. Without limiting the generality of the foregoing, BTC shall be under no obligation to inquire into, and shall not be liable for, the validity of the issue of any Securities at any time held in the Account or Approved Investments held in the Collateral Account.
5.3 Advice of Counsel. BTC may, with respect to questions of law, apply for and obtain the advice and opinion of counsel which may be counsel to the Company, provided that the foregoing shall not be deemed to be a waiver by the Company of any conflict of such counsel.
- 9 -
5.4 No Collection Obligations. BTC shall be under no obligation or duty to take action to effect collection from the issuer of any amounts payable in respect of Securities or Approved Investments if the issuer of such Securities or Approved Investments is in default, or if payment is refused after due demand and presentation.
5.5 Pricing Methods. BTC is authorized to utilize any recognized pricing information service or any other means of valuation specified in the applicable Securities Lending Agreement (Pricing Methods) in order to perform its valuation responsibilities with respect to loaned Securities, Collateral and Approved Investments, and the Fund agrees to hold BTC harmless from and against any loss or damage suffered or incurred as a result of errors or omissions of any such Pricing Methods.
5.6 BTCs Fee as Securities Lending Agent, etc.
(a)(i) In the case of a Fund identified as a Fund of Funds in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(a)(ii) and 5.6(f), pay to BTC a percentage (the BTC Fund of Funds Fee Percentage) of the net amount (as set forth in the following sentence) earned from Securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount of which a percentage shall be paid to BTC shall be computed after deducting (x) any rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) Cash Management Costs (subject to the next sentence and Section 5.6(f)). BTC has agreed to cap Cash Management Costs on an annualized basis to 0.05% of the average daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Company, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. BTC and the Board of the Company have further agreed that for the period from January 1, 2014 through December 31, 2014, BTC shall waive the Cash Management Costs to 0.04% of the average daily value of the Cash Collateral. The BTC Fund of Funds Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2014, the BTC Fund of Funds Fee Percentage is twenty five percent (25%); provided, however, that if at any point during a calendar year, the gross income earned by a Fund and the other Funds in the Lending Complex from the lending of their securities (the Gross Lending Income) exceeds the gross income earned by the Lending Complex from the lending of Securities during calendar year 2013 (2013 Lending Income), from the next Business Day after the date that the Gross Lending Income exceeds the 2013 Lending Income until December 31 of such calendar year, the BTC Fund of Funds Fee Percentage shall be reduced to twenty percent (20%).
(ii) Notwithstanding the provisions of Section 5.6(a)(i), for any Fund that has been identified as a Fund of Funds, if the fee calculated pursuant to such Section 5.6(a)(i) would result in an effective fee split for the Fund of less than sixty five percent (65%) of the sum of the relevant Funds securities lending income (after deducting the rebate to the Borrowers) and the applicable Cash Management Costs for any day (the Fund of Funds Effective Fee Split Floor), then BTCs fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the Fund of Funds Effective Fee Split Floor.
- 10 -
(b)(i) In the case of a Fund identified as a US Equity Fund in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(b)(ii) and 5.6(f), pay to BTC a percentage (the BTC US Equity Fee Percentage) of the net amount (as set forth in the following sentence) earned from Securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount of which a percentage shall be paid to BTC shall be computed after deducting (x) any rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) Cash Management Costs (subject to the next sentence and Section 5.6(f)). BTC has agreed to cap Cash Management Costs on an annualized basis to 0.05% of the average daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Company, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. BTC and the Board of the Company have further agreed that for the period from January 1, 2014 through December 31, 2014, BTC shall waive the Cash Management Costs to 0.04% of the average daily value of the Cash Collateral. The BTC US Equity Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2014, the BTC US Equity Fee Percentage is thirty percent (30%); provided, however, that if at any point during a calendar year, the Gross Lending Income exceeds the 2013 Lending Income, from the next Business Day after the date that the Gross Lending Income exceeds the 2013 Lending Income until December 31 of such calendar year, the BTC US Equity Fee Percentage shall be reduced to twenty five percent (25%).
(ii) Notwithstanding the provisions of Section 5.6(b)(i), for any Fund that has been identified as a US Equity Fund, if the fee calculated pursuant to such Section 5.6(b)(i) would result in an effective fee split for the Fund of less than sixty five percent (65%) of the sum of the relevant Funds securities lending income (after deducting the rebate to the Borrowers) and the applicable Cash Management Costs for any day (the US Equity Effective Fee Split Floor), then BTCs fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the US Equity Effective Fee Split Floor.
(c)(i) In the case of a Fund identified as an International Equity Fund in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(c)(ii) and 5.6(f), pay to BTC a percentage (the BTC International Equity Fee Percentage) of the net amount (as set forth in the following sentence) earned from Securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount of which a percentage shall be paid to BTC shall be computed after deducting (x) any rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) Cash Management Costs (subject to the next sentence and Section 5.6(f). BTC has agreed to cap Cash Management Costs on an annualized basis to 0.05% of the average daily value of the Cash Collateral; such cap, which may
- 11 -
be raised or reduced upon mutual agreement between BTC and the Board of the Trust, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. BTC and the Board of the Company have further agreed that for the period from January 1, 2014 through December 31, 2014, BTC shall waive the Cash Management Costs to 0.04% of the average daily value of the Cash Collateral. The BTC International Equity Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and shall be set forth in writing. Effective as of January 1, 2014, the BTC International Equity Fee Percentage is thirty percent (30%); provided, however, that for the period January 1, 2014 through December 31, 2014, the BTC International Equity Fee Percentage shall be twenty five percent (25%). In addition, if at any point during a calendar year, the Gross Lending Income exceeds the 2013 Lending Income, from the next Business Day after the date that the Gross Lending Income exceeds the 2013 Lending Income until December 31 of such calendar year, the BTC International Equity Fee Percentage shall be reduced to twenty five percent (25%); provided, however, that for the period January 1, 2014 through December 31, 2014, the next Business Day after the occurrence of the events described in the previous sentence, the BTC International Equity Fee Percentage shall be reduced to twenty percent (20%).
(ii) Notwithstanding the provisions of Section 5.6(c)(i), for any Fund that has been identified as an International Equity Fund, if the fee calculated pursuant to such Section 5.6(c)(i) would result in an effective fee split for the Fund of less than sixty five percent (65%) of the sum of the relevant Funds securities lending income (after deducting the rebate to the Borrowers) and the applicable Cash Management Costs for any day (the International Equity Effective Fee Split Floor), then BTCs fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the International Equity Effective Fee Split Floor.
(d)(i) In the case of a Fund identified as a Fixed Income Fund in accordance with the methodology agreed between BTC and the Company, in connection with each Securities loan hereunder, the Fund shall, subject to Section 5.6(d)(ii) and 5.6(f), pay to BTC a percentage (the BTC Fixed Income Fee Percentage) of the net amount (as set forth in the following sentence) earned from Securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount of which a percentage shall be paid to BTC shall be computed after deducting (x) any rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) Cash Management Costs (subject to the next sentence and Section 5.6(f)). BTC has agreed to cap Cash Management Costs on an annualized basis to 0.05% of the average daily value of the Cash Collateral; such cap, which may be raised or reduced upon mutual agreement between BTC and the Board of the Trust, may be effected through caps of expenses incurred by a joint account, fund or similar vehicle in which Cash Collateral is invested or, to the extent such cap does not reduce Cash Management Costs to the agreed-upon percentage, through a waiver of fees received by BTC pursuant to this Agreement. BTC and the Board of the Company have further agreed that for the period from January 1, 2014 through December 31, 2014, BTC shall waive the Cash Management Costs to 0.04% of the average daily value of the Cash Collateral. The BTC Fixed Income Fee Percentage shall be such percentage as may from time to time be agreed upon by the Board of the Company and BTC and
- 12 -
shall be set forth in writing. Effective as of January 1, 2014, the BTC Fixed Income Fee Percentage is twenty five (25%); provided, however, that if at any point during a calendar year, the Gross Lending Income exceeds the 2013 Lending Income, from the next Business Day after the date that the Gross Lending Income exceeds the 2013 Lending Income until December 31 of such calendar year, the BTC Fixed Income Fee Percentage shall be reduced to twenty percent (20%).
(ii) Notwithstanding the provisions of Section 5.6(d)(i), for any Fund that has been identified as a Fixed Income Fund, if the fee calculated pursuant to such Section 5.6(c)(i) would result in an effective fee split for the Fund of less than seventy percent (70%) of the sum of the relevant Funds securities lending income (after deducting the rebate to the Borrowers) and the applicable Cash Management Costs for any day (Fixed Income Effective Fee Split Floor), then BTCs fees for such day shall be reduced to the extent necessary to provide the relevant Fund with the Fixed Income Effective Fee Split Floor.
(e) BTC is authorized on a monthly basis to charge the fee owed to it by a Fund under this Section 5.6 against the applicable Collateral Account or Earnings Account. Such fee shall be charged and paid at the end of each month. Subject to Section 5.6(f), BTC shall simultaneously therewith direct the Custodian to pay to the applicable Fund the net amount earned from Securities lending activities, as described in Sections 5.6(a)(i) through 5.6(d)(ii), that is not paid to BTC as its fee.
(f) BTC shall be responsible for all transaction fees and all other operational costs relating to Securities lending activities, other than Cash Management Costs to the extent borne by the Fund as provided in Sections 5.6(a), 5.6(b), 5.6(c) and 5.6(d) above, as applicable, and extraordinary expenses (e.g., litigation and indemnification expenses).
5.7 Reliance on Certificates and Instructions. The Company agrees to furnish to BTC a new Certificate whenever any then Authorized Person ceases to be an Authorized Person or additional Authorized Persons are appointed and authorized. BTC shall be entitled to rely, and shall be fully protected in acting, upon any Certificate, any information contained on any schedule hereto as may be amended in accordance with the terms hereof, and any Written or Oral Instruction actually received by BTC and reasonably believed by BTC to be duly authorized and delivered. The Company agrees to forward to BTC Written Instructions confirming Oral Instructions in such manner so that such Written Instructions are received by BTC by the close of business of the same day that such Oral Instructions are given to BTC. The Company agrees that the fact that such confirming Written Instructions are not received on a timely basis or that contrary instructions are received by BTC shall in no way affect the validity or enforceability of the transactions authorized by the Company. BTC shall use reasonable efforts to report any subsequently received contrary instructions. In this regard, the records of BTC shall be presumed to reflect accurately any Oral Instructions given by an Authorized Person or a person reasonably believed by BTC to be an Authorized Person.
5.8 Disclosure of Information. BTC may not disclose or supply any information regarding the Company or Fund unless required by any law or governmental regulation now or hereafter in effect or requested to do so by Company; provided that BTC may disclose or supply information regarding the Company and/or Fund and any transactions authorized by this
- 13 -
Agreement as necessary in the sole discretion of BTC in order to facilitate, effect or continue any Securities loans hereunder or to assist in the analysis of the performance of the Securities lending program.
5.9 Reports. BTC shall furnish the Company and the Fund with reports relating to loans hereunder and other information requested by the Company and shall provide such reports to the Companys Board of Trustees or Board of Directors (as applicable) upon request or as may be required by the Securities Lending Guidelines.
5.10 Force Majeure. Notwithstanding anything to the contrary in this Agreement, in no event shall a party to this Agreement be liable to the other party or any third party for losses resulting from (i) any acts of God, fires, floods, or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, terrorist activity, or insurrection, or (ii) other happenings or events beyond the reasonable control or anticipation of the party affected, provided that (A) the affected party has in place appropriate business continuity procedures, systems and facilities and (B) the affected party uses its best efforts to avoid or remove the cause of such losses.
5.11 No Implied Duties.
(a) BTC shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and in the applicable Securities Lending Agreement, and no covenant or obligation shall be implied against BTC in connection with this Agreement.
(b) Neither the Company nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Company or any Fund in connection with this Agreement.
(c) Nothing in this Agreement shall be understood to imply that in performing the functions described herein, BTC is acting in the capacity of an investment adviser or is providing advice as to the value of securities or as to the advisability of investing in, purchasing, or selling securities.
6. Termination.
6.1 Termination. This Agreement may be terminated at any time with respect to one or more Funds by either party upon delivery to the other party of a written notice specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice.
6.2 Cooperation. Both parties shall take all commercially reasonable steps to cooperate to provide a smooth transition in the event of a termination.
6.3 Termination of Loans, etc. upon Termination of Agreement. Notwithstanding any such notice, this Agreement shall continue in full force and effect with respect to any loans of Securities that remain outstanding as of the date of termination; provided, however, that BTC shall promptly terminate all loans of Securities made pursuant to this Agreement and shall not make any further loans of Securities pursuant to this Agreement.
- 14 -
7. Miscellaneous.
7.1 Exclusivity. During the term of this Agreement, the Company agrees that it shall not enter into any other agreement with any third party whereby such third party is permitted to make loans on behalf of any Fund of any Securities held by BTC in the Account from time to time; provided, however, that nothing in this provision shall prevent the Company from terminating this Agreement and/or hiring a securities lending agent other than BTC. The parties agree that this provision does not prohibit the Company from maintaining this Agreement during any transition period to another Securities lending agent.
7.2 Notices.
(a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to BTC, shall be sufficiently given if addressed to BTC and received by it at its offices at 400 Howard Street, San Francisco, CA 94105, Attention: Securities Lending Department, with a copy to the General Counsel or at such other place as BTC may from time to time designate in writing.
(b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Company shall be sufficiently given if addressed to the Fund and/or Company and received by - Mutual Fund Administration, c/o BlackRock Fund Advisors, 400 Howard Street, San Francisco, California 94105, with a copy to: Legal Department, or at such other place as the Company may from time to time designate in writing.
- 15 -
7.3 Cumulative Rights and No Waiver. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of a party to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right.
7.4 Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
7.5 Amendments. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.
7.6 Successors and Assigns. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
7.7 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflict of laws principles thereof.
7.8 No Third Party Beneficiaries. In performing hereunder, BTC is acting solely on behalf of the Company and, except as specifically provided herein, no contractual or service relationship shall be deemed to be established hereby between BTC and any other person.
7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
7.10 SIPA Notice. THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO LOANS HEREUNDER AND, THEREFORE, THE COLLATERAL DELIVERED TO BTC AS AGENT FOR THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF A BORROWERS OBLIGATION IN THE EVENT SUCH BORROWER FAILS TO RETURN THE LOANED SECURITIES.
7.11 Survival of Indemnification. The indemnifications provided by a party hereunder shall be a continuing obligation of such party, its successors and assigns, notwithstanding the termination of any loans hereunder or of this Agreement.
7.12 No Personal Liability. It is understood and agreed that none of the shareholders, officers, agents, Directors or Trustees (as applicable) of the Company or any Fund shall be personally liable hereunder. All persons contracting with or having a claim against the Company with respect to a Fund shall look solely to the assets of such Fund for payment of such contract or claim, and no Fund shall be liable for the obligations of any other Fund.
- 16 -
7.13 Separate Agreement. Execution of this Agreement by more than one Company or on behalf of more than one Fund shall not create any contractual or other obligation between or among such Companies or Funds, and this Agreement shall constitute a separate agreement and between BTC and each Company on behalf of each respective Fund. Every reference to a Company or Fund shall be construed to be a reference solely to the particular Company or Fund that is a party to the relevant transaction. Each of the parties agrees that under no circumstances shall any rights, obligations, remedies or liabilities of a particular Company or Fund, or with respect to transactions to which a particular Company or Fund is a party, be deemed to constitute rights, obligations, remedies or liabilities applicable to any other Company or Fund or to transactions to which other Companies or Funds are parties, and BTC shall have no right to set off claims of any Company or Fund against property or liabilities of any other Company or Fund. All transactions are entered into in reliance on the fact that this Agreement constitutes a separate agreement between BTC and the Company or Fund.
[End of Text]
- 17 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
iSHARES, INC. | ||
By: | /s/ Jack Gee | |
Name: Jack Gee | ||
Title: Treasurer and Chief Financial Officer | ||
iSHARES TRUST | ||
By: | /s/ Jack Gee | |
Name: Jack Gee | ||
Title: Treasurer and Chief Financial Officer | ||
iSHARES MSCI RUSSIA CAPPED ETF, INC. | ||
By: | /s/ Jack Gee | |
Name: Jack Gee | ||
Title: Treasurer and Chief Financial Officer | ||
iSHARES U.S. ETF COMPANY, INC. | ||
By: | /s/ Jack Gee | |
Name: Jack Gee | ||
Title: Treasurer and Chief Financial Officer |
iSHARES U.S. ETF TRUST | ||
By: | /s/ Jack Gee | |
Name: Jack Gee | ||
Title: Treasurer and Chief Financial Officer | ||
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. | ||
By: | /s/ Michael Weaver | |
Name: Michael Weaver | ||
Title: Managing Director |
Approved by the Board of Trustees of iShares Trust, the Board of Directors of iShares, Inc., the Board of Directors of iShares MSCI Russia Capped ETF, Inc., the Board of Directors of iShares U.S. ETF Company, Inc., and the Board of Trustees of iShares U.S. ETF Trust as of January 1, 2014.
[Signature page to Securities Lending Agency Agreement]
Exhibit (i)
[LETTERHEAD OF VENABLE LLP]
DRAFT
February 27, 2014
iShares, Inc.
c/o State Street Bank and Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Re: | Registration Statement on Form N-1A: |
1933 Act File No. 033-97598
1940 Act File No. 811-09102
Ladies and Gentlemen:
We have served as Maryland counsel to iShares, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company (the Company), in connection with certain matters of Maryland law arising out of the registration and issuance of an indefinite number of shares (the Shares) of common stock, par value $.001 per share (the Common Stock), of the Company classified and designated as the series listed on Schedule I hereto, covered by the above-referenced Registration Statement (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act), and the 1940 Act.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the Documents):
1. Post-Effective Amendment No. 358 to the Registration Statement, substantially in the form transmitted to the Commission under the 1933 Act and the 1940 Act;
2. The charter of the Company (the Charter), certified by the State Department of Assessments and Taxation of Maryland (the SDAT);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
iShares, Inc.
February 27, 2014
Page 2
5. Resolutions adopted by the Board of Directors of the Company (the Resolutions) relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such partys obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon any issuance of Shares, the total number of shares of each series of Common Stock issued and outstanding will not exceed the total number of shares of each series of Common Stock that the Company is then authorized to issue under the Charter.
iShares, Inc.
February 27, 2014
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
SCHEDULE I
1. | iShares Emerging Markets Corporate Bond ETF | |
2. | iShares Emerging Markets High Yield Bond ETF | |
3. | iShares Emerging Markets Local Currency Bond ETF | |
4. | iShares Global ex USD High Yield Corporate Bond ETF | |
5. | iShares Global High Yield Corporate Bond ETF | |
6. | iShares Latin America Bond ETF |
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated December 20, 2013 relating to the financial statements and financial highlights which appear in the October 31, 2013 Annual Reports to Shareholders of the iShares Emerging Markets Corporate Bond ETF, iShares Emerging Markets High Yield Bond ETF, iShares Emerging Markets Local Currency Bond ETF, iShares Global ex USD High Yield Corporate Bond ETF, and iShares Global High Yield Corporate Bond ETF, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights, Independent Registered Public Accounting Firm and Financial Statements in such Registration Statement.
PricewaterhouseCoopers LLP
San Francisco, California
February 27, 2014
`?B8?ACX`\70W'AS6=9\/ MW>@ZWXEO_":ZLL"V-Y"QA>&^N8TANA*8HY\<."U`'GG[1EYXE^%/[%'@#]HW MP!\2O&_A'XG>&/"7PC\1SWESXOUW6]%\=W?B6W\.6VLZ/XI\.:_J%WI^JQWL MFI7%T-L$7AN0:`/S?_`."A?Q#7X+_&+]BC MXRZU=^=X(\$_$GQA9^*-$MWAN-2\KQ/H6G:6-?L=':59;Z33]+76MLJ+B.2> M*(NC7:[P#]`_A5:ZH=#U;Q!JNF'0IO&OB74_%]KH+R6\ESH^FZG#96^G6^H- M:2R0#5;BTL8K^\2&25([K4KB,22&,R.`?*__``4N^)^N?"O]D#XCZEX:NIM/ MUGQ3+HO@*VU"WD>&XLK3Q1?K;:U)!+&0T4TF@PZI;HZE61KD.I#**`/<_P!D M_P`%6'P]_9J^!_A33H$@AL?AIX3N[A454\S4]:TFWUO5[A]H&Z6;5-0NY68\ MDR$F@#4^'WP>LOA_\6/C;X_TF.RM=/\`C!/X%UN\LK8,DJ>)?#NE:MH^M7\T M0C$:_;H)-+G+JS-)-]I=P&;+FP;'S#^W)\>?&_P5U?X&Z]X8FN+?P3X9^*O@ M_5/C9=6]P8E7P9XHN-3\+Z3IEXH4B6SNIQK=TRL5VS:-9M_$*-OD&WR/IG]I M$EO@#\6-8L+_`%&QOM$^'7B_Q)H.JZ+JVH:3>66JZ7X;U*\TO4+:]TNZ@D;R MIUCE5&9HV*J61@!0!Y[^PQ=ZAK7[+'P<\5ZYJVM:]XD\6>$;+6?$.M:]K.J: MU?ZEJ3S7,#7,D^IW D6TFMKIKZH8C*;>>>+R&4V^R4KY6T``V M#8_2J@#\[O$7Q^\:>'/V^_AWX"U&YEMO@Q\0/`GBWX=^'AYSFPO_`(K>%Y[/ MQ/J]])$1LCO(();71(VSEFEF0<@@FP;%[]KOXN^*S\6/V>OV5/`.MZEX5U;X MZ^(+B_\`'7BW193;:]HGPR\.;[O6['P_?*=^EZMJ\-GJ-LNH18EMX[23RBLD MRNA^@?H>E_&WX.ZOX<^&FI:K^SS=:IX$\>Z#;:>D":#->7H\4^'X]0LUU[1- M4L[R>?\`M#59M'^VR6>JN'O[>[2.1)]LDRR&WR#;Y'@?[>FJZWX7^(O[(Q\- M^)_%?AN+XA?'?0_"'C6#0_%?B#1[/7_#+?V>KZ5?6EEJ44"6[)+*&>*.*0^8 M2SDX(`.B_P""@-Y=^"?A'\.M8\%>)/$GAK5T^,/PI\%&]T'Q?XAL;J?POJ^L M7$&J:7=M;:J/MJW,059)YQ).P49EP*`.=_;F?4_`>O\`[']AX,\1^,/#5KXN M_:)\$>`/$T.D>,O%5M_;WA"]G9[O1-2*ZN6NH9C+('E8F_#KQ5X\T#Q'\+_`![X,U+Q7I,/C_Q;/X=\0>&]25+G5=$UW2=7 MUF[M-2C;1+EKM%$22B6"%0Q60AC;Y!M\CY:LTO[S_@I+XD^$=QXD\:O\-8?V M>K;QE%X.'CGQA'H\7B>YUZS@FUB..+6UDBN3#+*@59%10Y`0`#`!O?!/QY\0 M?!G[=GQC_9GB\5^)/'OPDL/A[I/Q%TC_`(2K4KCQ%K'PVU?4ET21O#D?B.], ME[<:1<_VI.UO:WT\SQ1_91&WR2M,`?I70`4`%`!0!P/Q4\%6GQ(^&?C_`,`7 ML:26WC+P=XB\-NK@%5;5]*NK*&3!XS'--'(,]T%`'YN_\$Q[#7/'W[,NL^'/ M'^FO%9^#X_%WP!LEN!N-WI%OJNM:MXA=8VP5C#>*+'2F4XR?#:@\`8`,3_@E MEI_BNTTKXA>!/$]M,EC^S7XN\>?"?P[<3L6-S>^*/%,?B+Q*%5E'E&V70M%" MXZQZEQ@'!`.RF_Y2Y6?_`&:C-_ZD;T`;WC__`)2E_`;_`+-O\=?^G/Q%0!]" M?M:^(]-G^`/[2'A.)W;5],^`_B?7[M`JF*/3]7TOQ)I]B=X $OV(_@5XEUB1X=+T3X->&+^]>-5:000:9&6$:NZAI"<* MJEER2!GFC;RL&WE8^.?''P8\(_'S_@H9^T5\-?&JWQT77?V3O#L"&SO+FV^Q M:E)JWAZ+3-7:""5$OKC3;N2.\@AN-\0GMXW9"4!`!]$_L(_%?Q5/HOB_]F/X MOW!'QJ_9NO8O"VH3SN_F>,/A^-L?@SQG9/,Q>[MWTXVMK+*"QV_8992)+W`/ MT#]#@_@O_P`I0/VM?^R/_#;_`-)O"5`&%X>\`^&OB/\`\%$?VOO"_BJTNKO2 MM2^!?PWL)X[35=5TB<17^FZ/:3F.[TB\MID?RI#M.\[3@CF@#]!OAQ'IG@72 M?!'P6-]]LU[P9\,/#0DDB7$,NDZ+#;>%H+PEV$B-<75A,4#(-PBDYRI%&WR# M;Y'QS_P5:_Y,G^)'_8;\!?\`J9:/0!]A>#O"NE:QH7P;\5W*N-4\)^#+0:7* MJP_ZGQ%X6TRRU"&9WC:01,D%M)MC=`7MXRV[8`#;R#;R/D?XV_#WQI^T!^S] M^T#IUEX/\.:A8_%%-7UCPCK-YXJO;75$L?!"6T/@"YM]%7PK<(!-/X;CU&*( M:@HD.NRDR1^ )=V1,GB+PAJ%GX M=U,W"M\R33OIZ71# @#"^)OPSMX_P#@G=\,?BS9:WXAO]?^$7PM^&?Q M.T3PSXHU.Z\6?#G5KW1M-T1YM-\2>`M7>32]5TT64UU]G5X5:TD6*6%U\LAC M]`_0]@_;%\:2?$;_`()H>+O'\MC#I 8?M&?#Y/#/[$7PL^.>D:QKFL>(O@IX*^#_C_1O"GC M34;SQG\.M7E>Q\+Z9=6FM>"=7F>PG6&TU.:2TND2.>R>%6@D3FC]`_0_4OP% MXD/C+P-X,\7M:K9-XJ\)^'?$C62.9$M#KFCV>J&U60@%UB-UY8;N$SWH`_,; MP_\`#;PW^UKK7_!0;P#\2WMI/BA%X]?X<>%?[36.>^\!?#GP_I%AJ?PHU'P] M;S!GTW2[WQ-%J&KW T>3X M0>-K"Y\6:U;VFM^*M.UVX@T7Q1JV@VVKQVMQ+I7A?PU;:;'>7EL5EGN=19=W ME*8S]`_0^C/^"F/PUUCXF_L>?$NP\/VDU_J_A5]$\>6]C;Q/-/ (?A3X6 ML+Q(9Y8B);?0+;1=:LO/MI$E@FAOK6]MV,;I(CPM@JR\'Z!^A\<_L5VEOJO[ M2G[:EK=:KKVL:=\,?BOI.A>`;/4/%GB75M.\+:=<6OB6TU+3=,LK[5YK=8FD MM51TDCD*O;C&&6@#O_C+\/O&7[0/P,_:$TVQ\(>'-4TWXIQZQ)X/UF\\5WMK MJ2:=X%2.S\"W=KHZ^%+F,QSZKH$^KP*M^HE7Q`27C\TA0##^%GQ6?XQ?\$T= M8\57D[3:[IWP#\?^#?$XD!6X3Q#X+\-:QX @#TS M]BG7M.\*_L,?!3Q+J\C0Z7H'PI&KZA(@5G2STY]1NIS&K,H:3RXF"J64$D#( MS1MY6#;RL>2^&W$G_!5OQO*N0K_L@Z,ZAA@@-XXT)AD=C@T`?>>N?$70=#M/ M'\\K2RS?#K1H=8UN!54%A=Z7 *`/S`_;6\ M'_%;PS^SQ\-OBU+X2T&R\7?LW_$3PU\8KS6-+\8WFJ:G=7FJ:ZD_C6%M/?PK M9I]DN]7U6*><"]=8X;''[Q4S1^@?H;'QPOK*?]M[]@3X_P!LV_X>_$7PMK/@ M[3-:9E%G;ZOXFT+4]7\+V\TV=D=QJ,7B6%(5SEVMY<9V'!L&Q]%_MY?$OQ_\ M&_@O%\0_ASXRO/"WB"#QGX(\,Q0#3?#FJZ;?VOB;Q)9:=J!GL] [=[R/3W MN6B:&6()M9F5L9!^@?H>`_\`!0#2E3Q5^P9I&JW=QXB1_P!I'1+>]NM;AT^2 M?4XYCIOFB_@L;*VM'#(YC*1VT:%0`5)R2`=)_P`%&?!GA#0O@S\/;[1?"_A_ M2+T?M#_!J'[7IND6%C^(/V); M.Y0O;77[6?@.WG19)86>&4^7(HE@=)(B48C .PDO]1U6YB\4:W;Z#X#BCCFU>\EE%O :->$KXALE\M[JQ MD21H2')*;@-RHW511L&QTOP"E/P8_;F^-W[/5@AUWP]XW\!:7\<+3Q?XA4:E M\1$U:YO;32]1T77O&=P#J'BO1$FENFLEU"29[%(T@B &-4^#WQ.\0:IH$=R%TN]UC0?$G@&QTG4+B$IN,UO::YJB## MJK>>I=6,2%0#E_A_XH\2:E_PUZM_XFUB[3P?\2= TU\"?#VF0?"?P7XB MM;32'5`8PNLZUJ%PK,9&)F5,E(T4`&!^REK?QK\31^&?$OB?4M5U?X8^(/@' M\+-8EU+Q:UFVN7_QAO[>:Z\37OA@6B+,GA.;09=->Z6]54_M`C^SU$?VF@#[ M6H`*`.'\`?#SPO\`#+1;[0/"5DUAINH>)_%7BVZB9D=FUCQAKU_XBUB0,D:# MROM^H3+$I!*11Q(6;9N)L&PWP3\.?"_P_G\:7'AJT>TE\?>-=5\?^(VD:-_M M'B/6;73[2^GCV1(4A:+3+3Q'_PF&OC;X;-^=2/AT:8+S[#_`&/]J)/D_9L[3MWXH`?KW[.?PZ\1?$^Q M^,E_+XO3XC:3H]]X>T;Q#9>,M?LGT?0=1DGFO='TZP@O%LX+&26YN'VFW9@9 MFVL.,&P;&;/^R]\+[RU^(]MJ$WCO5'^+5A8:/\0;W5/B'XNU#4/$&B:99:GI MUIH;7=UJKOINCK::OJ$9M=/^RQGSRV-P!HV#8IR?LH?"F;P/X?\`AE+/\0&^ M'GAB/1K?1_!J?$CQE;Z)%:>'[BWNM(L;N&UU:.74K&WGM;=A;WDL\;>4N]6Q M1L&QOV'[.GPZTSXJZG\:K)_%L/Q(UG2K;0-6\0'QCKSB_P##UE>V^H6N@7&F MO>&R_LJ.YM;8B);=3B%5+$9R;!L1:A^S;\,]1^+<7QSD3Q3:_$^#2I?#\7B3 M3O%^OZ>P\/2SO EK!'IVF:AIUS>/9O96Z6EJJ)' M!&<6Z`DX.38-BO8_LU?#K2_B%XG^*NF7?CBP^(/C+3K#1_$GB6V\<>(5N]3T MK2O*&F:=+`]XUM#;6JP0K&(8(V"Q*"Q[FP;'2>"?@GX)\!^-/%/Q#TN3Q3JG MC/QEIFE:+KVN>*?&'B/Q//-I.B37=QI>GV=OK.H3VVE6D$U[=.L5E#;J3,Q( M).:-@V*_QD^!'P_^//AVY\'_`!,AU[5_"5ZME]O\-V/B76=#TJ^DTZ^34;&X MNHM'N[>1[B&\BAD5Q*O^I0'(&*/T#]#:/PMT3_A")_A^-;\:IH,]O'8B:'QA MK=MKEOIL=G%8+IEGK]M #H_`GAO M5/%L>@6EA;Z7I2ZEXJUG6=2T33[2V2TM+32=7U6YGN[6*&!$6/,SE=@P>*-O MD&WR/&=-_8Q^!^C^`?%GPMTRR\96?P\\<7^IZIXK\)1>/O%G]E:Q?ZRUN^J7 M$JOJ;2VIN6M+8NEK+`F81M4 %CI:Z+_8$4U_.]PFGC35$07S2X^\'#_,`#S^Z_92^%-_\)%^! M>HMXUU#X5):6VF1>$KOQSXC>WAT:QGM[K3M$74$O5OVTNSGM+9X(I+MV3R$7 M>44+0!Z%%\'?`I^&E[\(-5L+WQ)\/;_0AX8N-`\2ZKJ&KH/#L=A!ID&CQ7EQ M/]JAM8+2VA$3),)8W02+()`&`!K?#GX>:+\+O"NE^"_#=[X@N?#^A6=IIFB6 MOB'7+W7Y])TG3[>.ST_2K2^U%WN#8VUK%%%<LKA8U! "?%_BWP#K^J:,H`72=;O_``=K6G/K M-BJ*J*MYYS(J(L;*J*`;>0;>1S^G?L;?L\Z)XVL?'_AWP//X9UZUL;#3K^+P M[XF\4Z-HWBBVTJ6.XT__`(331+'6$L_&$T-U#%.TVK174EQ+&KW33M1MY6#; MRL?3SHKJT;JK(RE'1P&5E8%65E(P5()!!XQ0!\^:%^SGX<\#OK%M\+?&?Q`^ M%/AK7=2N]8U+P1X+O/"DOA%=4U"0RZG>Z+I_B_PAKD_A%KR1F>6'P]=:3!YC MM+'$DQ\RC;Y!M\BUHG[-?PJ\*KXY'A#3M9\(2?$BRT"T\97?ACQ'K&C:GK4O MAV+5((-5GU>TNEOEUR\AU>[%]J*W`N;QMDLTAF!D8V#8[+P-\+?#_P`.O!L/ M@/PQJ7BV'P[9:=;:1I$6I>*]:UJ_T+3+*U6SL[/1]5U:ZN+NTA@MT18QYSE? M+7!PH`-OD&WR/*_#/[(WP?\`!OA+Q=X#\+KXVT7P=X[OM?U+Q;X=M/'WBDZ= MK5[XHM$L/$,\L :7\)?.^(, M?PTT>VM+&Q\%V_Q)\9VFC"PL;I;RVT^Z%IJT=Q?V"W**[6]U/-&^,.K+Q1L& MQMO^S5\./^%F:G\88+CQK9_$C5_#O_"(7OBBS\;^(;>Z/A9;^+4XM`BM5O/L MD&GQ7T$$J!+=74PJ-^!BC8-C&N?V3?A3>:9XHTJZO/B3-!XU\2Z=XN\77#_% M3Q[_`&EXAU[1ETU='N=1U0:Z+IK:Q_LC3C;V< W_PP\5W7B/6?"NKV%UI6MI=>(M3&J:UI=[%<07>GZGK$4R7=Q;RP MW+HW[Q6PD9#`H"`#E+#]F[X2V?PMM/@O=:#>Z[\.-+CTN+0]!\1:[K.LR^'! MHA1]%D\.:S=WK:EHEUI\L< `/'.B#PY\1 MI/$GQ&T2&%4L-.\9:[/J,6F7,6/L^KV;VT=M(^OP`8AU2Y>XO(MTFR9?.D\P MV^0;?(3XG?L[?#;XO:WX0U_QU%XDO[_P!K5EXD\&"R\5Z[I%KX=\0V"QK;:S M86FF7D$9OAY,9+3+*K%`2M'Z!^A:^)WP#\`_&'1M"\/?$!O$^LZ/X=O]&U?3 M[*/Q7K>F*VN>'YVN=(UR\DTRZ@DO-4MYW9A+*[!OXU8"C]`_0S_B#^SA\./B ME-X&N?'4GB_7+GX;ZWIOB?P=._C+7[.72/$^DR22Z?XB!L+R`7>K1-(1YEP) M5(104.VC]`_0GUO]GSP-XGUOP?KOBG5/'_B2Y\!^)-.\7^&;+5OB!XIDT:R\ M1:1(9=.U2XT2WU&&RU.>!RVS[;!<*N]@`-QR?H'Z%*#]FKX:VWQ4F^-<4GC$ M?$VXT6/PU<>)V\:>(&FF\-Q7T>H1Z!)8M>&R.F"ZBC/EBW#80*7Q1L&QO^*? M@7\/O%7Q'\/?%RXM-5T?XD^&=%NO#-AXM\-ZUJ&BZC<^&;V=KJX\/ZM';2_9 MM7THW3/,D=U!*T3N6A>-CF@#8\2_"KPKXI\3V/C'4)-=M?$>F^%M<\&6&IZ3 MKVI:5+:^'_$=SIMWK5K$MI,B+/ 'Q7K:PZKK4'AW3_"D%W>J;LF58]$TG381!D1; M[**9D,P,A-O(-O(](\&^$M$\`^%/#W@KPW!/:^'_``KI-EH>B6MQ=W%]-:Z7 AIT*VUE;-=W
F?^`D?^%.7PYH:9V:-IRY]+5!_2M.B@#._L M#1O^@18?^`R?X4?V!HW_`$"+#_P&3_"M&B@#._L#1O\`H$6'_@,G^%']@:-_ MT"+#_P`!D_PK1HH`SO[`T;_H$6'_`(#)_A1_8&C?]`BP_P#`9/\`"M&B@#._ ML#1O^@18?^`R?X4?V!HW_0(L/_`9/\*T:*`,[^P-&_Z!%A_X#)_A1_8&C?\` M0(L/_`9/\*T:*`,[^P-&_P"@18?^`R?X4?V!HW_0(L/_``&3_"M&B@#._L#1 MO^@18?\`@,G^%']@:-_T"+#_`,!D_P`*T:*`,[^P-&_Z!%A_X#)_A1_8&C?] M`BP_\!D_PK1HH`SO[`T;_H$6'_@,G^%6[:TMK.+RK6WB@CSG9$@49]<"IJ*` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@#+UK6AH MMN9WLKF>%(WFE>(#$:)C.6;C[+]I^79Y MWE^9MZY^[WQC/%\5/%E_X?UC0K>VBMIH'66Y>*=6*M)&R;"<$9`+$@>H![ M"KZW+K\4#H05!9^;_:?`^;S3"5QG^[_%ZY[XXH`ZI==66'4F@L;N22PNA:M& M5"F1BJ'<,G[F)`=Q[`GI5K2M1CU;3TO(HWC5F="K$$@HQ0\@D$94X(ZC!KEM M9U&XTC2O%FH6I3S8-0A.UU#*X,%L"K#T()Z8/O6AX!E-QX,LKHJJ&X:68QH, M)'ND8[5'91T`H`Z6BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`** %**`/_]D_ ` end
1$5AR%?.6)(4GC'45Q[^+_"^CZ3K$'AC2=1ANM5@:VE:[G5HX8V^\%`Y/ M<#/3U[4B?$&T3XHVGBS[#/\`9X(1&8-PWG]R8\YZ=3F@"7P9X)T;Q%967FPZ M_!G\9%\#^&])\/W>J>(;_4L6>KS::ZV(3, MI3@%0PX/!)R3P,8S2:;X]T./2O#J:CI^IO=:&P,,-M<*EO*P;<'=2,[@>>.I M'7FLWQ'XUM-:\-WNEPVDT;W&N2ZH'=A@*X8;..X+4`=39_"G3)/[/@FA\022 M:C$)DNX(D:"T5\E%DX^8@8W8(%9^E?#G3H]#>]U:'6+Z5+Z6SN%TG8WV3RVV MEG4@LW3/`Z?A5)?&V@:E;:;/K^FZG-J.GVZVX6UNA'!=*OW?,&,@^NWK^E-\ M.^,?#VF&UO)K#5;/4K>=Y7DTRZVI=*6+!)`W8?=XZC/K0!RVIVFCVUL18WTU MQ O]4,*PF[G>;RUZ+DYQ[_6L^@84 M444`%%%%`!1110`4444`%=)HOC[Q3H$<<.GZS<)!'PL,A$B*/0*P(`^F*YNB M@#J_%OQ`U;QI965OJD5J&M&9EDA0J6W`=021V[8J.T\*#4M)L[BTN"+F6W:1 MH60D.WF2(JJ?5BBKCU.:YBK]GK.H6#VY@NI`ML_F0QLVY(WYPP4\`@G(..M` M'7^$-$LE'BB.\A@NI+!(E21K9IPI\X(Q5%()R,C@^]3^-/``L]7L8]$L[@?; M[J2,1[B\<(WJ(QDC*\-SN.1T[5P=KJ-[8L[6EY<6[2##F&5D+#WP>:FCUS5H MHC%'JEZD9)8HMPX!).2<9]>:!'>:Q\/M)T6.]U`MJ5_IR&`6\=NZ+*=Q=79C MM88!3@`#[ZY([W=$\"Z/:ZCH]S*LM[%>6WF.DN&CMV-D9B)0!DDL05`[*>2> M!YE;ZIJ%HJK;7US"J;MHCF90N[&[WP,^N*(]5U&)F:._ND9D",5F8$J!@` M\]`.,>E`'I=_X'T2:^TPK;71%[+;6C2: 3@;,@!E`)R<@-P#7%1ZMJ4,/DQ:A=)% ML\O8LS!=N<[<9Z9)X]Z:FIZA%;K;QWURD*9VQK*P5<@@X&<<@D'ZF@#5\3:5 MIVB7T^FPK>F[@D5?-E9#',FT?.H`X#'D
K:>EY%&\:LSH58@D%&*'D$@C*G!'48-7*YKP#*;CP997154-PTLQC082/= @(QVJ.RCH!72T`%%%%`!1110`4444`%%%%`!1110!_]D_ ` end