As filed with the U.S. Securities and Exchange Commission on March 28, 2016
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. 460 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x | |||||
Amendment No. 462 | x |
(Check appropriate box or boxes)
iShares, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o State Street Bank and Trust Company
1 Iron Street
Boston, MA 02210
(Address of Principal Executive 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. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 |
DEEPA DAMRE, ESQ. BLACKROCK FUND ADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105 |
It is proposed that this filing will become effective (check appropriate box):
¨ | Immediately upon filing pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
x | 75 days after filing pursuant to paragraph (a)(2) |
¨ | On (date) pursuant to paragraph (b) |
¨ | On (date) pursuant to paragraph (a)(1) |
¨ | 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 |
2016 Prospectus |
|
► | iShares MSCI EM ESG ETF | ____ | _____ |
Ticker: ____ | Stock Exchange: ____ |
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 | |||
___% | None | None | ___% |
1 Year | 3 Years | ||||
$__ | $__ |
■ | Lower levels of liquidity and market efficiency; |
■ | Greater securities price volatility; |
■ | Exchange rate fluctuations and exchange controls; |
■ | Less availability of public information about issuers; |
■ | Limitations on foreign ownership of securities; |
■ | Imposition of withholding or other taxes; |
■ | Imposition of restrictions on the expatriation of the funds or other assets of the Fund; |
■ | Higher transaction and custody costs and delays in settlement procedures; |
■ | Difficulties in enforcing contractual obligations; |
■ | Lower levels of regulation of the securities markets; |
■ | Weaker accounting, disclosure and reporting requirements; and |
■ | Legal principles relating to corporate governance, directors’ fiduciary duties and liabilities and stockholders’ rights in markets in which the Fund invests may differ and/or may not be as extensive or protective as those that apply in the United States. |
■ | 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 Russia; |
■ | 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 Russian companies is recorded by the companies themselves and by registrars, rather than by a central registration system; and |
■ | The risk that the Fund may not be able to pursue claims on behalf of its |
■ | 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* | ||||
$________ | _____ | $____ | ___% | ___% |
* | 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 |
Fund | Ticker | Stock Exchange | ||
iShares MSCI EM ESG ETF (the “Fund”) | ____ | ____ |
• | The Fund votes on the election of directors on a case-by-case basis. The Fund generally opposes slates of director nominees that are not comprised of a majority of independent directors and withholds votes from non-independent directors who sit on key board committees; |
• | The Fund generally supports social, workforce and environmental proposals that promote “good corporate citizenship” and/or “environmental stewardship” while enhancing long term shareholder and stakeholder value and proposals that call for more detailed and comparable reporting of a company’s social, workforce and environmental performance; and |
• | The Fund generally votes against anti-takeover proposals and proposals that limit the ability of shareholders to act independently of management. |
• | MSCI Global Standard Indexes cover all investable large- and mid-cap securities by including approximately 85% of each market's free float-adjusted market capitalization. |
• | MSCI Global Small Cap Indexes provide coverage to all companies with a market capitalization below that of the companies in the MSCI Global Standard Indexes by including above and beyond the coverage of the MSCI Global Standard Indexes. |
• | Achieving global size integrity by ensuring that companies of comparable and relevant sizes are included in a given size segment across all markets in a composite index; and |
• | Achieving consistent market coverage by ensuring that each market's size segment is represented in its proportional weight in the composite universe. |
• | Semi-Annual Index Reviews (“SAIRs”), conducted on a fixed semi-annual timetable that systematically reassess the various dimensions of the equity universe for all markets; |
• | Quarterly Index Reviews (“QIRs”), aimed at promptly reflecting other significant market events; and |
• | Ongoing event-related changes, such as mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other similar corporate events, which generally are implemented in the indexes as they occur. |
1. | Concentrate its investments in a particular industry, as that term is used in the Investment Company Act, except that the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a particular industry or group of industries. |
2. | Borrow money, except as permitted under the Investment Company Act. |
3. | Issue senior securities to the extent such issuance would violate the Investment Company Act. |
4. | Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. | Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law. |
6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the extent prohibited by the Investment Company Act. |
a. | Purchase securities of other investment companies, except to the extent permitted by the Investment Company Act. As a matter of policy, however, the Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1). |
b. | Make short sales of securities or maintain a short position, except to the extent permitted by the Fund's Prospectus and SAI, as amended from time to time, and applicable law. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director During the Past 5 Years | |||
Robert
S. Kapito1 (59) |
Director
(since 2009). |
President and Director, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock, Inc.’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002); President of the Board of Directors, Periwinkle Theatre for Youth (since 1983). | Trustee of iShares Trust (since 2009); Trustee of iShares U.S. ETF Trust (since 2011). | |||
Mark
Wiedman2 (45) |
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); 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 During the Past 5 Years | |||
Cecilia
H. Herbert (67) |
Director
(since 2005); Independent Board Chair (since 2016). |
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 media company (since 2011). | Trustee of iShares Trust (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Independent Board Chair of iShares Trust and iShares U.S. ETF Trust (since 2016); Director of Forward Funds (23 portfolios) (since 2009); Director of Salient MF Trust (4 portfolios) (since 2015). | |||
Jane
D. Carlin (60) |
Director
(since 2015); Risk Committee Chair (since 2016). |
Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley (2006-2012). | Trustee of iShares Trust (since 2015); Trustee of iShares U.S. ETF Trust (since 2015); Director of PHH Corporation (mortgage solutions) (since 2012). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Director During the Past 5 Years | |||
Charles
A. Hurty (72) |
Director
(since 2005); Audit Committee Chair (since 2006). |
Retired; Partner, KPMG LLP (1968-2001). | Trustee of iShares Trust (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Director of GMAM Absolute Return Strategy Fund (1 portfolio) (since 2002); Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (2 portfolios) (since 2002). | |||
John
E. Kerrigan (60) |
Director
(since 2005); Securities Lending Committee Chair (since 2016). |
Chief Investment Officer, Santa Clara University (since 2002). | Trustee of iShares Trust (since 2005); Trustee of iShares U.S. ETF Trust (since 2011). | |||
John
E. Martinez (54) |
Director
(since 2003); Fixed Income Plus Committee Chair (since 2016). |
Director of FirstREX Agreement Corp. (formerly EquityRock, Inc.) (since 2005). | Trustee of iShares Trust (since 2003); Trustee of iShares U.S. ETF Trust (since 2011). | |||
Madhav
V. Rajan (51) |
Director
(since 2011); Equity Plus Committee Chair and Nominating and Governance Committee Chair (since 2016). |
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); Trustee of iShares U.S. ETF Trust (since 2011); Director, Cavium, Inc. (since 2013). | |||
Robert
H. Silver (60) |
Director
(since 2007); 15(c) Committee Chair (since 2016). |
President and Co-Founder of The Bravitas Group, Inc. (since 2006); Director and Vice Chairman of the YMCA of Greater NYC (2001-2011); 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); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Manish
Mehta (45) |
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 (56) |
Treasurer
and Chief Financial Officer (since 2008). |
Managing Director, BlackRock, Inc. (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009); Director of Fund Administration of Intermediary Investor Business, BGI (2004-2009). | ||
Charles
Park (48) |
Chief Compliance Officer (since 2006). | Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex (since 2014); Chief Compliance Officer of BFA (since 2006). | ||
Benjamin
Archibald (40) |
Secretary (since 2015). | Managing Director, BlackRock, Inc. (since 2014); Director, BlackRock, Inc. (2010-2013); Secretary of the iShares exchange traded funds (since 2015); Secretary of the BlackRock-advised mutual funds (since 2012). | ||
Scott
Radell (47) |
Executive
Vice President (since 2012). |
Managing Director, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BGI (2007-2009); Credit Portfolio Manager, BGI (2005-2007); Credit Research Analyst, BGI (2003-2005). | ||
Amy
Schioldager (53) |
Executive
Vice President (since 2007). |
Senior Managing Director, BlackRock, Inc. (since 2009); Global Head of Index Equity, BGI (2008-2009); Global Head of U.S. Indexing, BGI (2006-2008); Head of Domestic Equity Portfolio Management, BGI (2001-2006). |
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 Wiedman | None | None | None | |||
Robert H. Silver | iShares Core High Dividend ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI EAFE ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core MSCI Europe 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 Core U.S. Value ETF | Over $100,000 | |||||
iShares Currency Hedged MSCI Eurozone ETF | Over $100,000 | |||||
iShares Global Energy ETF | Over $100,000 | |||||
iShares Global Tech ETF | $50,001-$100,000 | |||||
iShares iBonds Sep 2015 AMT-Free Muni Bond ETF | Over $100,000 | |||||
iShares iBonds Sep 2016 Term Muni Bond ETF | Over $100,000 | |||||
iShares iBonds Sep 2017 Term Muni Bond ETF | Over $100,000 | |||||
iShares iBonds Sep 2018 Term Muni Bond ETF | Over $100,000 | |||||
iShares iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares International Developed Real Estate ETF | $1-$10,000 | |||||
iShares International Select Dividend 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 China ETF | Over $100,000 | |||||
iShares MSCI EAFE ETF | Over $100,000 | |||||
iShares MSCI EAFE Minimum Volatility ETF | $50,001-$100,000 | |||||
iShares MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares MSCI Emerging Markets Minimum Volatility ETF | $50,001-$100,000 | |||||
iShares MSCI Eurozone ETF | Over $100,000 | |||||
iShares MSCI Frontier 100 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 Nasdaq Biotechnology ETF | Over $100,000 | |||||
iShares National 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 S&P 100 ETF | $50,001-$100,000 | |||||
iShares Select Dividend ETF | $10,001-$50,000 | |||||
iShares U.S. Broker-Dealers & Securities Exchanges ETF | Over $100,000 | |||||
iShares U.S. Financial Services ETF | $50,001-$100,000 | |||||
iShares U.S. Oil & Gas Exploration & Production ETF | $1-$10,000 | |||||
iShares U.S. Preferred Stock ETF | Over $100,000 | |||||
iShares U.S. Regional Banks ETF | Over $100,000 | |||||
iShares U.S. Technology 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 Core S&P Mid-Cap ETF | $10,001-$50,000 | |||||
iShares Core S&P Small-Cap ETF | $10,001-$50,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $1-$10,000 | |||||
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 | $50,001-$100,000 | |||||
Cecilia H. Herbert | iShares China Large-Cap ETF | Over $100,000 | Over $100,000 | |||
iShares Core Dividend Growth ETF | $10,001-$50,000 | |||||
iShares Core High Dividend ETF | $1-$10,000 | |||||
iShares Core MSCI Emerging Markets 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 Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P Small-Cap ETF | $1-$10,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $10,001-$50,000 | |||||
iShares Core U.S. Growth ETF | $50,001-$100,000 | |||||
iShares Core U.S. Value 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 | $1-$10,000 | |||||
iShares MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares National 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 Growth Allocation ETF | $50,001-$100,000 | |||||
iShares Core High Dividend ETF | $10,001-$50,000 | |||||
iShares Core Moderate Allocation ETF | $50,001-$100,000 | |||||
iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | $10,001-$50,000 | |||||
iShares Global Energy ETF | $10,001-$50,000 | |||||
iShares Global Healthcare ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares Russell 2000 ETF | $10,001-$50,000 | |||||
iShares U.S. Basic Materials ETF | $10,001-$50,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Technology ETF | $50,001-$100,000 | |||||
John E. Kerrigan | iShares MSCI ACWI ETF | $10,001-$50,000 | Over $100,000 | |||
iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
iShares Short-Term National Muni Bond ETF | Over $100,000 | |||||
Madhav V. Rajan | iShares Core Dividend Growth ETF | Over $100,000 | Over $100,000 | |||
iShares Core High Dividend ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond 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 iBoxx $ Investment Grade Corporate Bond ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
iShares Select Dividend ETF | Over $100,000 | |||||
Jane D. Carlin | iShares Core MSCI EAFE ETF | $50,001-$100,000 | Over $100,000 | |||
iShares Core S&P Small-Cap ETF | $10,001-$50,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 |
Name of Director | iShares
MSCI EM ESG 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 | $____ | Not Applicable | Not Applicable | $ 350,000 | ||||
John E. Kerrigan | ____ | Not Applicable | Not Applicable | 315,000 | ||||
Charles A. Hurty | ____ | Not Applicable | Not Applicable | 340,000 | ||||
Cecilia H. Herbert | ____ | Not Applicable | Not Applicable | 341,764 | ||||
John E. Martinez | ____ | Not Applicable | Not Applicable | 326,764 | ||||
Madhav V. Rajan | ____ | Not Applicable | Not Applicable | 315,000 | ||||
Jane D. Carlin | ____ | Not Applicable | Not Applicable | 300,000 3 | ||||
Interested Director: | ||||||||
Name of Director | iShares
MSCI EM ESG ETF |
Pension
or Retirement Benefits Accrued As Part of Company Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
Robert S. Kapito | $0 | Not Applicable | Not Applicable | $0 | ||||
Mark Wiedman | 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 | Total compensation is shown for Jane D. Carlin for the period from February 3, 2015 to December 31, 2015 because she was appointed to serve as an Independent Director of the Company effective February 3, 2015. |
Matthew Goff | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts | ||||
Accounts with Incentive-Based Fee Arrangements |
Diane Hsiung | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts | ||||
Accounts with Incentive-Based Fee Arrangements |
Jennifer Hsui | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts | ||||
Accounts with Incentive-Based Fee Arrangements |
Greg Savage | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts |
Greg Savage | ||||
Types of Accounts | Number | Total Assets | ||
Accounts with Incentive-Based Fee Arrangements |
Matthew Goff | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts |
Diane Hsiung | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts |
Jennifer Hsui | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies |
Jennifer Hsui | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Other Pooled Investment Vehicles | ||||
Other Accounts |
Greg Savage | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | ||||
Other Pooled Investment Vehicles | ||||
Other Accounts |
Shares
Per Creation Unit |
Value
Per Creation Unit (U.S.$) | |
____ | $____ |
Standard
Creation Transaction Fee |
Maximum
Additional Charge* | |
$____ | ____% |
* | As a percentage of the net asset value per Creation Unit. |
Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | |
$____ | ____% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
1 | iShares MSCI ACWI Low Carbon Target ETF, iShares MSCI All Peru Capped ETF, iShares MSCI EAFE ESG ETF, iShares MSCI EM ESG ETF, iShares MSCI Global Impact ETF, iShares MSCI KLD 400 Social ETF and iShares MSCI USA ESG Select ETF have separate Fund Proxy Voting Policies. |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales and other special transactions |
• | Remuneration and benefits |
• | Social, ethical and environmental issues |
• | General corporate governance matters |
• | establishing an appropriate corporate governance structure; |
• | supporting and overseeing management in setting strategy; |
• | ensuring the integrity of financial statements; |
• | making decisions regarding mergers, acquisitions and disposals; |
• | establishing appropriate executive compensation structures; and |
• | addressing business issues including social, ethical and environmental issues when they have the potential to materially impact company reputation and performance. |
• | current employment at the company or a subsidiary; |
• | former employment within the past several years as an executive of the company; |
• | providing substantial professional services to the company and/or members of the company’s management; |
• | having had a substantial business relationship in the past three years; |
• | having, or representing a shareholder with, a substantial shareholding in the company; |
• | being an immediate family member of any of the aforementioned; and |
• | interlocking directorships. |
• | BlackRock has adopted a proxy voting oversight structure whereby the Corporate Governance Committees oversee the voting decisions and other activities of the Corporate Governance Group, and particularly its activities with respect to voting in the relevant region of each Corporate Governance Committee’s jurisdiction. |
• | The Corporate Governance Committees have adopted Guidelines for each region, which set forth the firm’s views with respect to certain corporate governance and other issues that typically arise in the proxy voting context. The Corporate Governance Committees receive periodic reports regarding the specific votes cast by the Corporate Governance Group and regular updates on material process issues, procedural changes and other matters of concern to the Corporate Governance Committees. |
• | BlackRock’s Global Corporate Governance Oversight Committee oversees the Global Head, the Corporate Governance Group and the Corporate Governance Committees. The Global Corporate Governance Oversight Committee conducts a review, at least annually, of the proxy voting process to ensure compliance with BlackRock’s risk policies and procedures. |
• | BlackRock maintains a reporting structure that separates the Global Head and Corporate Governance Group from employees with sales responsibilities. In addition, BlackRock maintains procedures intended to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without regard to BlackRock’s relationship with the issuer of the proxy or dissident shareholder. Within the normal course of business, the Global Head or Corporate Governance Group may engage directly with BlackRock clients, and with employees with sales responsibilities, in discussions regarding general corporate governance policy matters, and to otherwise ensure that proxy-related client service levels are met. The Global Head or Corporate Governance Group does not discuss any specific voting matter with a client prior to the disclosure of the vote decision to all applicable clients after the shareholder meeting has taken place, except if the client is acting in the capacity as issuer of the proxy or dissident shareholder and is engaging through the established procedures independent of the client relationship. |
• | In certain instances, BlackRock may determine to engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. The independent fiduciary may either vote such proxies or provide BlackRock with instructions as to how to vote such proxies. In the latter case, BlackRock votes the proxy in accordance with the independent fiduciary’s determination. Use of an independent fiduciary has been |
adopted for voting the proxies related to any company that is affiliated with BlackRock or any company that includes BlackRock employees on its board of directors. |
2016 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
Brazil | 02/03/16 | 02/11/16 | 8 | |||
02/04/16 | 02/12/16 | 8 | ||||
02/05/16 | 02/15/16 | 10 | ||||
China | 02/03/16 | 02/17/16 | 14 | |||
02/04/16 | 02/18/16 | 14 | ||||
02/05/16 | 02/19/16 | 14 | ||||
04/27/16 | 05/09/16 | 12 | ||||
04/28/16 | 05/10/16 | 12 | ||||
04/29/16 | 05/11/16 | 12 | ||||
09/28/16 | 10/11/16 | 13 | ||||
09/29/16 | 10/12/16 | 13 | ||||
09/30/16 | 10/13/16 | 13 | ||||
Colombia | 03/18/16 | 03/28/16 | 10 | |||
Indonesia | 06/29/16 | 07/11/16 | 12 | |||
06/30/16 | 07/12/16 | 12 | ||||
07/01/16 | 07/13/16 | 12 |
2016 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
Malaysia | 07/01/16 | 07/11/16 | 10 | |||
07/04/16 | 07/12/16 | 8 | ||||
07/05/16 | 07/13/16 | 8 | ||||
Mexico | 03/18/16 | 03/28/16 | 10 | |||
Philippines | 10/26/16 | 11/03/16 | 8 | |||
10/27/16 | 11/04/16 | 8 | ||||
10/28/16 | 11/07/16 | 10 | ||||
Qatar | 07/03/16 | 07/12/16 | 9 | |||
07/04/16 | 07/13/16 | 9 | ||||
07/05/16 | 07/14/16 | 9 | ||||
09/06/16 | 09/18/16 | 12 | ||||
09/07/16 | 09/19/16 | 12 | ||||
09/08/16 | 09/20/16 | 12 | ||||
South Africa | 03/14/16 | 03/22/16 | 8 | |||
03/15/16 | 03/23/16 | 8 | ||||
03/16/16 | 03/24/16 | 8 | ||||
03/17/16 | 03/29/16 | 12 | ||||
03/18/16 | 03/30/16 | 12 | ||||
03/22/16 | 03/31/16 | 9 | ||||
03/23/16 | 04/01/16 | 9 | ||||
03/24/16 | 04/04/16 | 11 | ||||
04/20/16 | 04/28/16 | 8 | ||||
04/21/16 | 04/29/16 | 8 | ||||
04/22/16 | 05/03/16 | 11 | ||||
04/25/16 | 05/04/16 | 9 | ||||
04/26/16 | 05/05/16 | 9 | ||||
04/28/16 | 05/06/16 | 8 | ||||
04/29/16 | 05/09/16 | 10 | ||||
06/09/16 | 06/17/16 | 8 | ||||
06/10/16 | 06/20/16 | 10 | ||||
06/13/16 | 06/21/16 | 8 | ||||
06/14/16 | 06/22/16 | 8 | ||||
06/15/16 | 06/23/16 | 8 | ||||
08/02/16 | 08/10/16 | 8 | ||||
08/03/16 | 08/11/16 | 8 | ||||
08/04/16 | 08/12/16 | 8 | ||||
08/05/16 | 08/15/16 | 10 | ||||
08/08/16 | 08/16/16 | 8 | ||||
12/09/16 | 12/19/16 | 10 | ||||
12/12/16 | 12/20/16 | 8 | ||||
12/13/16 | 12/21/16 | 8 | ||||
12/14/16 | 12/22/16 | 8 | ||||
12/15/16 | 12/28/16 | 13 | ||||
12/16/16 | 12/28/16 | 12 | ||||
12/19/16 | 12/29/16 | 10 |
2016 | ||||||
Country | Trade
Date |
Settlement
Date |
Number
of Days to Settle | |||
12/20/16 | 01/02/17 | 13 | ||||
12/21/16 | 01/03/17 | 13 | ||||
12/22/16 | 01/04/17 | 13 | ||||
12/28/16 | 01/05/17 | 8 | ||||
12/29/16 | 01/06/17 | 8 | ||||
Taiwan | 02/02/16 | 02/15/16 | 13 | |||
02/03/16 | 02/16/16 | 13 | ||||
Thailand | 04/08/16 | 04/18/16 | 10 | |||
04/11/16 | 04/19/16 | 8 | ||||
04/12/16 | 04/20/16 | 8 | ||||
04/29/16 | 05/09/16 | 10 | ||||
Turkey | 06/30/16 | 07/11/16 | 11 | |||
07/01/16 | 07/12/16 | 11 | ||||
09/08/16 | 09/19/16 | 11 | ||||
09/09/16 | 09/20/16 | 11 | ||||
United Arab Emirates | 09/07/16 | 09/15/16 | 8 | |||
09/08/16 | 09/18/16 | 10 |
* | 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. |
iShares, Inc.
File Nos. 33-97598 and 811-09102
Part C
Other Information
Item 28. Exhibits | PEA # 460 |
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. |
2
(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. | |
(a.29) | Articles Supplementary, dated March 19, 2014, are incorporated herein by reference to Post-Effective Amendment No. 378, filed June 19, 2014 (PEA No. 378). | |
(a.30) | Articles Supplementary, dated July 23, 2014, are incorporated herein by reference to Post-Effective Amendment No. 384, filed July 23, 2014 (PEA No. 384). | |
(a.31) | Articles Supplementary, dated August 15, 2014, are incorporated herein by reference to Post-Effective Amendment No. 389, filed August 18, 2014. | |
(a.32) | Articles Supplementary, dated September 29, 2014, are incorporated herein by reference to Post-Effective Amendment No. 400, filed October 1, 2014. | |
(a.33) | Articles Supplementary, dated October 28, 2014, are incorporated herein by reference to Post-Effective Amendment No. 407, filed October 29, 2014. | |
(a.34) | Articles Supplementary, dated February 4, 2015, are incorporated herein by reference to Post-Effective Amendment No. 426, filed February 4, 2015. | |
(a.35) | Articles Supplementary, dated June 30, 2015, are incorporated herein by reference to Post-Effective Amendment No. 443, filed August 7, 2015 (PEA No. 443). | |
(a.36) | Articles of Amendment, dated July 13, 2015, are incorporated herein by reference to PEA No. 443. | |
(a.37) | Articles Supplementary, dated August 5, 2015, are incorporated herein by reference to PEA No. 443. | |
(a.38) | Articles of Amendment, dated September 1, 2015, are incorporated herein by reference to Post-Effective Amendment No. 448, filed October 21, 2015 (PEA No. 448). | |
(a.39) | Articles Supplementary, dated October 12, 2015, are incorporated herein by reference to PEA No. 448. | |
(a.40) | Articles of Amendment, dated October 28, 2015, are incorporated herein by reference to Post-Effective Amendment No. 454, filed December 4, 2015 (PEA No. 454). |
3
(a.41) | Articles of Amendment, dated November 23, 2015, are incorporated herein by reference to PEA No. 454. | |
(a.42) | Articles Supplementary, dated March 25, 2016, are filed herein. | |
(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. | |
(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 PEA No. 454. | |
(d.3) | Schedule A to the Investment Advisory Agreement between iShares Trust (the Trust) and BFA is incorporated herein by reference to PEA No. 454. | |
(d.4) | 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.5) | Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No. 458, filed February 25, 2016. | |
(d.6) | Form of Participation Agreement is incorporated herein by reference to PEA No. 255. | |
(d.7) | Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited (BIL) is incorporated herein by reference to Post-Effective Amendment No. 156, filed October 18, 2011. | |
(d.8) | Appendix A to the Sub-Advisory Agreement is incorporated herein by reference to Post-Effective Amendment No. 358, filed February 28, 2014. | |
(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. 454. | |
(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 filed herein. | |
(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) | Amended and Restated Securities Lending Agency Agreement, dated January 1, 2015, among the Registrant, the Trust, iShares MSCI Russia Capped ETF, Inc., iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BTC is incorporated herein by reference to Post-Effective Amendment No. 425, filed January 26, 2015. |
4
(h.6) | Schedule A to the Amended and Restated Securities Lending Agency Agreement is filed herein. | |
(h.7) | Form of Master Securities Loan Agreement (including forms of Annexes and Schedules thereto) is incorporated herein by reference to Post-Effective Amendment No. 107, filed January 29, 2010. | |
(h.8) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Dow Jones Indexes, as that term is defined in the Agreement (Dow Jones Sublicense Agreement), is incorporated herein by reference to PEA No. 448. | |
(h.9) | Exhibit A to the Dow Jones Sublicense Agreement is incorporated herein by reference to PEA No. 448. | |
(h.10) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Markit iBoxx indexes is incorporated herein by reference to PEA No. 448. | |
(h.11) | Exhibit A to the Markit iBoxx Sublicense Agreement is incorporated herein by reference to PEA No. 448. | |
(h.12) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the Morningstar Indexes, as that term is defined in the Agreement (Morningstar Sublicense Agreement), is incorporated herein by reference to PEA No. 448. | |
(h.13) | Exhibit A to the Morningstar Sublicense Agreement is incorporated herein by reference to PEA No. 448. | |
(h.14) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Registrant, the Trust and BFA for the MSCI Indexes, as that term is defined in the Agreement (MSCI Sublicense Agreement), is incorporated herein by reference to PEA No. 448. | |
(h.15) | Exhibit A to the MSCI Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 456, filed December 22, 2015. | |
(i) | Legal Opinion and Consent of Venable LLP to be filed by amendment. | |
(j) | Not applicable. | |
(k) | None. | |
(l.1) | Subscription Agreement, dated March 1, 1996, 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. 448. | |
(p.2) | BlackRock, Inc. Personal Trading Policy is incorporated herein by reference to PEA No. 378. | |
(p.3) | Code of Ethics for BRIL is incorporated herein by reference to Post-Effective Amendment No. 335, filed October 24, 2013. | |
(q.1) | Powers of Attorney, each dated March 25, 2015, for Manish Mehta, Jane D. Carlin, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, John E. Martinez, Madhav V. Rajan and Robert S. Kapito are incorporated herein by reference to PEA No. 443. |
5
(q.2) | Power of attorney, dated September 30, 2015 for Jack Gee is incorporated herein by reference to PEA No. 448. | |
(q.3) | Officers certificate is filed herein. |
6
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.
7
(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.
8
(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
9
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
10
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
11
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.
Section 5.1(c) of the Amended and Restated Securities Lending Agency Agreement provides as follows:
The Amended and Restated Securities Lending Agency Agreement provides that BTC shall indemnify and hold harmless the Company and each Fund, its Board of Directors and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (Loss) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTCs indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
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.
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).
12
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 Mid Cap Value Opportunities Series, Inc. | |
BBIF Money Fund |
BlackRock Multi-State Municipal Series Trust | |
BBIF Tax-Exempt Fund |
BlackRock Municipal Bond Fund, Inc. | |
BBIF Treasury Fund |
BlackRock Municipal Series Trust | |
BIF Government Securities Fund |
BlackRock Natural Resources Trust | |
BIF Money Fund |
BlackRock Pacific Fund, Inc. | |
BIF Multi-State Municipal Series Trust |
BlackRock Series Fund, Inc. | |
BIF Tax-Exempt Fund |
BlackRock Series, Inc. | |
BIF Treasury Fund |
BlackRock Strategic Global Bond Fund, Inc. | |
BlackRock Allocation Target Shares |
BlackRock Value Opportunities Fund, Inc. | |
BlackRock Balanced Capital Fund, Inc. |
BlackRock Variable Series Funds, Inc. | |
BlackRock Basic Value Fund, Inc. |
FDP Series, Inc. | |
BlackRock Bond Fund, Inc. |
Funds For Institution Series | |
BlackRock California Municipal Series Trust |
iShares Trust | |
BlackRock Capital Appreciation Fund, Inc. |
iShares U.S. ETF Trust | |
BlackRock CoRI Funds |
Managed Account Series | |
BlackRock Emerging Markets Fund, Inc. |
Master Basic Value LLC | |
BlackRock Equity Dividend Fund |
Master Bond LLC | |
BlackRock EuroFund |
Master Focus Growth LLC | |
BlackRock Financial Institutions Series Trust |
Master Government Securities LLC | |
BlackRock Focus Growth Fund, Inc. |
Master Institutional Money Market LLC | |
BlackRock Funds |
Master Investment Portfolio | |
BlackRock Funds II |
Master Large Cap Series LLC | |
BlackRock Funds III |
Master Money LLC | |
BlackRock Global Allocation Fund, Inc. |
Master Tax-Exempt LLC | |
BlackRock Global SmallCap Fund, Inc. |
Master Treasury LLC | |
BlackRock Index Funds, Inc. |
Master Value Opportunities LLC | |
BlackRock Large Cap Series Funds, Inc. |
Quantitative Master Series LLC | |
BlackRock Latin America Fund, Inc. |
Ready Assets Government Liquidity Fund | |
BlackRock Liquidity Funds |
Ready Assets U.S.A. Government Money Fund | |
BlackRock Long-Horizon Equity Fund |
Ready Assets U.S. Treasury Money Fund | |
BlackRock Master LLC |
Retirement Series Trust |
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:
BlackRock Corporate High Yield Fund, Inc. |
BlackRock Debt Strategies Fund, Inc. |
BlackRock Floating Rate Income Strategies Fund, Inc. |
BlackRock Health Sciences Trust |
BlackRock Limited Duration Income Trust |
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.
13
(b) | Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52nd Street, New York, NY 10055. |
Name |
Position(s) and Office(s) with BRIL |
Position(s) and Office(s) with Registrant | ||
Joseph Linhares | Chairman, Chief Executive Officer and Managing Director | None | ||
Anne Ackerley | Managing Director | None | ||
Matthew Mallow | General Counsel and Senior Managing Director | None | ||
Ned Montenecourt | Chief Compliance Officer and Director | None | ||
Saurabh Pathak | Chief Financial Officer and Director | None | ||
Robert Crothers | Chief Operating Officer | None | ||
Brenda Sklar | Managing Director | None | ||
Lisa Hill | Managing Director | None | ||
Joseph Craven | Managing Director | None | ||
Terri Slane | Director and Assistant Secretary | None | ||
Lourdes Sanchez | Associate | None | ||
Chris Nugent | Director | None | ||
Michael Bishopp | Managing Director | None | ||
John Diorio | Director | None | ||
Robert Fairbairn | Member, Board of Managers | Director/Trustee | ||
Francis Porcelli | Member, Board of Managers | 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, 1 Iron Street, Boston, MA 02210.
(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 at 100 Huntington Avenue, Copley Place Tower 1, Floor 2, Boston, MA 02116. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Iron Street, Boston, MA 02210.
Item 34. | Management Services. |
Not applicable.
Item 35. | Undertakings. |
Not applicable.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 460 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 March, 2016.
iSHARES, INC. | ||
By: |
| |
Manish Mehta* | ||
President | ||
Date: March 28, 2016 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 460 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
By: |
| |
Jane D. Carlin* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Mark Wiedman* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
John E. Martinez* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Cecilia H. Herbert* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Charles A. Hurty* | ||
Director | ||
Date March 28, 2016 |
15
| ||
John E. Kerrigan* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Robert H. Silver* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Madhav V. Rajan* | ||
Director | ||
Date: March 28, 2016 | ||
| ||
Robert S. Kapito* | ||
Director | ||
Date: March 28, 2016 | ||
/s/ Jack Gee | ||
Jack Gee | ||
Treasurer and Chief Financial Officer | ||
Date: March 28, 2016 | ||
*By: | /s/ Jack Gee | |
Jack Gee | ||
Attorney-in-fact | ||
Date: March 28, 2016 |
* | Powers of Attorney, each dated March 25, 2015, for Manish Mehta, Jane D. Carlin, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, John E. Martinez, Madhav V. Rajan and Robert S. Kapito are incorporated herein by reference to PEA No. 443. |
16
Exhibit Index
(a.42) | Articles Supplementary. | |
(h.2) | Exhibit A to the Master Services Agreement. | |
(h.6) | Schedule A to the Amended and Restated Securities Lending Agency Agreement. | |
(q.3) | Officers Certificate. |
17
Exhibit (a.42)
ISHARES, INC.
ARTICLES SUPPLEMENTARY
iShares, Inc., a Maryland corporation registered as an open-end management investment company under the Investment Company Act of 1940 (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland (the SDAT) that:
FIRST: Under a power contained in Article FIFTH of the Charter (the Charter) of the Corporation, and pursuant to Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Corporation (the Board of Directors), by resolutions duly adopted, at a meeting duly called and held, classified 25,000,000 undesignated shares of common stock, par value $.001 per share (the Common Stock), as shares of iShares MSCI EM ESG ETF, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of a series of Common Stock as set forth in the Charter.
SECOND: Immediately before these Articles Supplementary were accepted for record by the SDAT, the total number of authorized shares of Common Stock was 33,850,000,000, with an aggregate par value of $33,850,000, of which 3,683,375,000 were shares without further classification or designation and 30,166,625,000 were classified and designated as follows:
Series |
Number of Shares |
|||
iShares Asia/Pacific Dividend ETF |
500,000,000 | |||
iShares Core MSCI Emerging Markets ETF |
450,000,000 | |||
iShares Currency Hedged MSCI EM Minimum Volatility ETF |
25,000,000 | |||
iShares Currency Hedged MSCI Emerging Markets ETF |
250,000,000 | |||
iShares Emerging Markets Corporate Bond ETF |
500,000,000 | |||
iShares Emerging Markets Dividend ETF |
500,000,000 | |||
iShares Emerging Markets High Yield Bond ETF |
500,000,000 | |||
iShares Emerging Markets Local Currency Bond ETF |
500,000,000 | |||
iShares FactorSelect MSCI Emerging ETF |
25,000,000 | |||
iShares Global High Yield Corporate Bond ETF |
500,000,000 | |||
iShares International High Yield Bond ETF |
500,000,000 | |||
iShares Latin America Bond ETF |
500,000,000 | |||
iShares MSCI ACWI with EM Exposure ETF |
250,000,000 | |||
iShares MSCI All Country World Minimum Volatility ETF |
500,000,000 | |||
iShares MSCI Australia ETF |
627,800,000 | |||
iShares MSCI Austria Capped ETF |
100,000,000 | |||
iShares MSCI Belgium Capped ETF |
136,200,000 | |||
iShares MSCI Brazil Capped ETF |
500,000,000 | |||
iShares MSCI BRIC ETF |
500,000,000 | |||
iShares MSCI Canada ETF |
340,200,000 | |||
iShares MSCI Chile Capped ETF |
200,000,000 |
iShares MSCI Colombia Capped ETF |
25,000,000 | |||
iShares MSCI EFM Africa ex South Africa Index Fund |
500,000,000 | |||
iShares MSCI Emerging Markets Asia ETF |
500,000,000 | |||
iShares MSCI Emerging Markets ETF |
2,000,000,000 | |||
iShares MSCI Emerging Markets Horizon ETF |
25,000,000 | |||
iShares MSCI Emerging Markets Minimum Volatility ETF |
500,000,000 | |||
iShares MSCI Emerging Markets Small-Cap ETF |
500,000,000 | |||
iShares MSCI Emerging Workforce ETF |
25,000,000 | |||
iShares MSCI Eurozone ETF |
1,000,000,000 | |||
iShares MSCI Europe Index Fund |
500,000,000 | |||
iShares MSCI France ETF |
340,200,000 | |||
iShares MSCI Frontier 100 ETF |
500,000,000 | |||
iShares MSCI Frontier Emerging Markets APEX Index Fund |
500,000,000 | |||
iShares MSCI GCC Countries ex Saudi Arabia Index Fund |
500,000,000 | |||
iShares MSCI Germany ETF |
482,200,000 | |||
iShares MSCI Global Agriculture Producers ETF |
500,000,000 | |||
iShares MSCI Global Energy Producers ETF |
500,000,000 | |||
iShares MSCI Global Gold Miners ETF |
500,000,000 | |||
iShares MSCI Global Metals & Mining Producers ETF |
500,000,000 | |||
iShares MSCI Global Silver Miners ETF |
500,000,000 | |||
iShares MSCI Greece Index Fund |
200,000,000 | |||
iShares MSCI Hong Kong ETF |
375,000,000 | |||
iShares MSCI Israel Capped ETF |
500,000,000 | |||
iShares MSCI Italy Capped ETF |
295,400,000 | |||
iShares MSCI Japan ETF |
2,524,600,000 | |||
iShares MSCI Japan Small-Cap ETF |
500,000,000 | |||
iShares MSCI Malaysia ETF |
300,000,000 | |||
iShares MSCI Mexico Capped ETF |
255,000,000 | |||
iShares MSCI Netherlands ETF |
255,000,000 | |||
iShares MSCI Pacific ex Japan ETF |
1,000,000,000 | |||
iShares MSCI Portugal Index Fund |
200,000,000 | |||
iShares MSCI Russia Capped ETF |
1,000,000,000 | |||
iShares MSCI Singapore ETF |
300,000,000 | |||
iShares MSCI South Africa ETF |
400,000,000 | |||
iShares MSCI South Korea Capped ETF |
200,000,000 | |||
iShares MSCI Spain Capped ETF |
127,800,000 | |||
iShares MSCI Sweden ETF |
63,600,000 | |||
iShares MSCI Switzerland Capped ETF |
318,625,000 | |||
iShares MSCI Taiwan ETF |
900,000,000 | |||
iShares MSCI Thailand Capped ETF |
200,000,000 | |||
iShares MSCI Turkey ETF |
200,000,000 | |||
iShares MSCI USA Equal Weighted ETF |
500,000,000 | |||
iShares MSCI USA High Dividend ETF |
250,000,000 | |||
iShares MSCI Vietnam ETF |
500,000,000 | |||
iShares MSCI World ETF |
500,000,000 |
2
THIRD: Immediately after these Articles Supplementary are accepted for record by the SDAT, the total number of authorized shares of Common Stock is 33,850,000,000, with an aggregate par value of $33,850,000, of which 3,658,375,000 are shares without further classification or designation and 30,191,625,000 are classified and designated as follows:
Series |
Number of Shares |
|||
iShares Asia/Pacific Dividend ETF |
500,000,000 | |||
iShares Core MSCI Emerging Markets ETF |
450,000,000 | |||
iShares Currency Hedged MSCI EM Minimum Volatility ETF |
25,000,000 | |||
iShares Currency Hedged MSCI Emerging Markets ETF |
250,000,000 | |||
iShares Emerging Markets Corporate Bond ETF |
500,000,000 | |||
iShares Emerging Markets Dividend ETF |
500,000,000 | |||
iShares Emerging Markets High Yield Bond ETF |
500,000,000 | |||
iShares Emerging Markets Local Currency Bond ETF |
500,000,000 | |||
iShares FactorSelect MSCI Emerging ETF |
25,000,000 | |||
iShares Global High Yield Corporate Bond ETF |
500,000,000 | |||
iShares International High Yield Bond ETF |
500,000,000 | |||
iShares Latin America Bond ETF |
500,000,000 | |||
iShares MSCI ACWI with EM Exposure ETF |
250,000,000 | |||
iShares MSCI All Country World Minimum Volatility ETF |
500,000,000 | |||
iShares MSCI Australia ETF |
627,800,000 | |||
iShares MSCI Austria Capped ETF |
100,000,000 | |||
iShares MSCI Belgium Capped ETF |
136,200,000 | |||
iShares MSCI Brazil Capped ETF |
500,000,000 | |||
iShares MSCI BRIC ETF |
500,000,000 | |||
iShares MSCI Canada ETF |
340,200,000 | |||
iShares MSCI Chile Capped ETF |
200,000,000 | |||
iShares MSCI Colombia Capped ETF |
25,000,000 | |||
iShares MSCI EFM Africa ex South Africa Index Fund |
500,000,000 | |||
iShares MSCI EM ESG ETF |
25,000,000 | |||
iShares MSCI Emerging Markets Asia ETF |
500,000,000 | |||
iShares MSCI Emerging Markets ETF |
2,000,000,000 | |||
iShares MSCI Emerging Markets Horizon ETF |
25,000,000 | |||
iShares MSCI Emerging Markets Minimum Volatility ETF |
500,000,000 | |||
iShares MSCI Emerging Markets Small-Cap ETF |
500,000,000 | |||
iShares MSCI Emerging Workforce ETF |
25,000,000 | |||
iShares MSCI Eurozone ETF |
1,000,000,000 | |||
iShares MSCI Europe Index Fund |
500,000,000 | |||
iShares MSCI France ETF |
340,200,000 | |||
iShares MSCI Frontier 100 ETF |
500,000,000 | |||
iShares MSCI Frontier Emerging Markets APEX Index Fund |
500,000,000 | |||
iShares MSCI GCC Countries ex Saudi Arabia Index Fund |
500,000,000 | |||
iShares MSCI Germany ETF |
482,200,000 | |||
iShares MSCI Global Agriculture Producers ETF |
500,000,000 |
3
iShares MSCI Global Energy Producers ETF |
500,000,000 | |||
iShares MSCI Global Gold Miners ETF |
500,000,000 | |||
iShares MSCI Global Metals & Mining Producers ETF |
500,000,000 | |||
iShares MSCI Global Silver Miners ETF |
500,000,000 | |||
iShares MSCI Greece Index Fund |
200,000,000 | |||
iShares MSCI Hong Kong ETF |
375,000,000 | |||
iShares MSCI Israel Capped ETF |
500,000,000 | |||
iShares MSCI Italy Capped ETF |
295,400,000 | |||
iShares MSCI Japan ETF |
2,524,600,000 | |||
iShares MSCI Japan Small-Cap ETF |
500,000,000 | |||
iShares MSCI Malaysia ETF |
300,000,000 | |||
iShares MSCI Mexico Capped ETF |
255,000,000 | |||
iShares MSCI Netherlands ETF |
255,000,000 | |||
iShares MSCI Pacific ex Japan ETF |
1,000,000,000 | |||
iShares MSCI Portugal Index Fund |
200,000,000 | |||
iShares MSCI Russia Capped ETF |
1,000,000,000 | |||
iShares MSCI Singapore ETF |
300,000,000 | |||
iShares MSCI South Africa ETF |
400,000,000 | |||
iShares MSCI South Korea Capped ETF |
200,000,000 | |||
iShares MSCI Spain Capped ETF |
127,800,000 | |||
iShares MSCI Sweden ETF |
63,600,000 | |||
iShares MSCI Switzerland Capped ETF |
318,625,000 | |||
iShares MSCI Taiwan ETF |
900,000,000 | |||
iShares MSCI Thailand Capped ETF |
200,000,000 | |||
iShares MSCI Turkey ETF |
200,000,000 | |||
iShares MSCI USA Equal Weighted ETF |
500,000,000 | |||
iShares MSCI USA High Dividend ETF |
250,000,000 | |||
iShares MSCI Vietnam ETF |
500,000,000 | |||
iShares MSCI World ETF |
500,000,000 |
FOURTH: The shares of Common Stock described above have been classified by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. These Articles Supplementary do not increase the total number of authorized shares of stock of the Corporation.
FIFTH: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Treasurer and Chief Financial Officer and attested to by its Assistant Secretary on this 25th day of March, 2016.
ATTEST: | ISHARES, INC. | |||||||
/s/ Deepa Damre | By: | /s/ Jack Gee (SEAL) | ||||||
Deepa Damre | Jack Gee | |||||||
Assistant Secretary | Treasurer and Chief Financial Officer |
5
Exhibit (h.2)
EXHIBIT A
BTC Recipients
I. | BTC FUNDS |
iShares, Inc.
iShares Asia/Pacific Dividend ETF
iShares Core MSCI Emerging Markets ETF
iShares Currency Hedged MSCI EM Minimum Volatility ETF
iShares Currency Hedged MSCI Emerging Markets ETF
iShares Emerging Markets Corporate Bond ETF
iShares Emerging Markets Dividend ETF
iShares Emerging Markets High Yield Bond ETF
iShares Emerging Markets Local Currency Bond ETF
iShares FactorSelect MSCI Emerging ETF
iShares Global High Yield Corporate Bond ETF
iShares International High Yield Bond ETF
iShares Latin America Bond ETF
iShares MSCI All Country World Minimum Volatility ETF
iShares MSCI Australia ETF
iShares MSCI Austria Capped ETF
iShares MSCI Belgium Capped ETF
iShares MSCI Brazil Capped ETF
iShares MSCI BRIC ETF
iShares MSCI Canada ETF
iShares MSCI Chile Capped ETF
iShares MSCI Colombia Capped ETF
iShares MSCI Emerging Markets Asia ETF
iShares MSCI Emerging Markets ETF
iShares MSCI Emerging Markets Horizon ETF
iShares MSCI Emerging Markets Minimum Volatility ETF
iShares MSCI Emerging Markets Small-Cap ETF
iShares MSCI Emerging Workforce ETF
iShares MSCI Eurozone ETF
iShares MSCI France ETF
iShares MSCI Frontier 100 ETF
iShares MSCI Germany ETF
iShares MSCI Global Agriculture Producers ETF
iShares MSCI Global Energy Producers ETF
iShares MSCI Global Gold Miners ETF
iShares MSCI Global Metals & Mining Producers ETF
iShares MSCI Global Silver Miners ETF
iShares MSCI Hong Kong ETF
iShares MSCI Israel Capped ETF
iShares MSCI Italy Capped ETF
iShares MSCI Japan ETF
iShares MSCI Japan Small-Cap ETF
iShares MSCI Malaysia ETF
iShares MSCI Mexico Capped ETF
iShares MSCI Netherlands ETF
iShares MSCI Pacific ex Japan ETF
iShares MSCI Russia Capped ETF
iShares MSCI Singapore ETF
iShares MSCI South Africa ETF
iShares MSCI South Korea Capped ETF
iShares MSCI Spain Capped ETF
iShares MSCI Sweden ETF
iShares MSCI Switzerland Capped ETF
iShares MSCI Taiwan ETF
iShares MSCI Thailand Capped ETF
iShares MSCI Turkey ETF
iShares MSCI USA Equal Weighted ETF
iShares MSCI World ETF
iShares Trust
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 0-5 Year TIPS Bond ETF
iShares 1-3 Year Credit Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares 1-3 Year Treasury Bond ETF
iShares 3-7 Year Treasury Bond ETF
iShares 7-10 Year Treasury Bond ETF
iShares 10+ Year Credit Bond ETF
iShares 10-20 Year Treasury Bond ETF
iShares 20+ Year Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares Adaptive Currency Hedged MSCI EAFE ETF
iShares Adaptive Currency Hedged MSCI Eurozone ETF
iShares Adaptive Currency Hedged MSCI Japan ETF
iShares Agency Bond ETF
iShares Asia 50 ETF
iShares B - Ca Rated Corporate Bond ETF
iShares Baa - Ba Rated Corporate Bond ETF
iShares California Muni Bond ETF
iShares China Large-Cap ETF
iShares CMBS ETF
iShares Cohen & Steers REIT ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core 10+ Year USD Bond ETF
iShares Core Aggressive Allocation ETF
iShares Core Conservative Allocation ETF
iShares Core Dividend Growth ETF
iShares Core Growth Allocation ETF
iShares Core High Dividend ETF
iShares Core International Aggregate Bond ETF
iShares Core Moderate Allocation ETF
iShares Core MSCI EAFE ETF
iShares Core MSCI Europe ETF
iShares Core MSCI Pacific ETF
iShares Core MSCI Total International Stock ETF
iShares Core S&P 500 ETF
iShares Core S&P Mid-Cap ETF
iShares Core S&P Small-Cap ETF
iShares Core S&P Total U.S. Stock Market ETF
iShares Core Total USD Bond Market ETF
iShares Core U.S. Aggregate Bond ETF
iShares Core U.S. Credit Bond ETF
iShares Core U.S. Growth ETF
iShares Core U.S. Treasury Bond ETF
iShares Core U.S. Value ETF
iShares Currency Hedged International High Yield Bond ETF
iShares Currency Hedged JPX-Nikkei 400 ETF
iShares Currency Hedged MSCI ACWI ETF
iShares Currency Hedged MSCI ACWI ex U.S. ETF
iShares Currency Hedged MSCI ACWI Minimum Volatility ETF
iShares Currency Hedged MSCI Australia ETF
iShares Currency Hedged MSCI Canada ETF
iShares Currency Hedged MSCI EAFE ETF
iShares Currency Hedged MSCI EAFE Minimum Volatility ETF
iShares Currency Hedged MSCI EAFE Small-Cap ETF
iShares Currency Hedged MSCI Europe Minimum Volatility ETF
iShares Currency Hedged MSCI Europe Small-Cap ETF
iShares Currency Hedged MSCI Eurozone ETF
iShares Currency Hedged MSCI Germany ETF
iShares Currency Hedged MSCI Italy ETF
iShares Currency Hedged MSCI Japan ETF
iShares Currency Hedged MSCI Mexico ETF
iShares Currency Hedged MSCI South Korea ETF
iShares Currency Hedged MSCI Spain ETF
iShares Currency Hedged MSCI Switzerland ETF
iShares Currency Hedged MSCI United Kingdom ETF
iShares Dow Jones U.S. ETF
iShares Emerging Markets Infrastructure ETF
iShares Europe Developed Real Estate ETF
iShares Europe ETF
iShares Exponential Technologies ETF
iShares FactorSelect MSCI Global ETF
iShares FactorSelect MSCI International ETF
iShares FactorSelect MSCI Intl Small-Cap ETF
iShares FactorSelect MSCI USA ETF
iShares FactorSelect MSCI USA Small-Cap ETF
iShares Floating Rate Bond ETF
iShares Global 100 ETF
iShares Global Clean Energy ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Inflation-Linked Bond ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global REIT ETF
iShares Global Tech ETF
iShares Global Telecom ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares GNMA Bond ETF
iShares Government/Credit Bond ETF
iShares Human Rights ETF
iShares iBonds Dec 2016 Term Corporate ETF
iShares iBonds Dec 2017 Term Corporate ETF
iShares iBonds Dec 2018 Term Corporate ETF
iShares iBonds Dec 2019 Term Corporate ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Mar 2016 Corporate ETF
iShares iBonds Mar 2018 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2016 Corporate ex-Financials ETF
iShares iBonds Mar 2018 Term Corporate ex-Financials ETF
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF
iShares iBonds Sep 2016 Term Muni Bond ETF
iShares iBonds Sep 2017 Term Muni Bond ETF
iShares iBonds Sep 2018 Term Muni Bond ETF
iShares iBonds Sep 2019 Term Muni Bond ETF
iShares iBonds Sep 2020 Term Muni Bond ETF
iShares iBoxx $ High Yield Corporate Bond ETF
iShares iBoxx $ Investment Grade Corporate Bond ETF
iShares India 50 ETF
iShares Intermediate Credit Bond ETF
iShares Intermediate Government/Credit Bond ETF
iShares International Developed Property ETF
iShares International Developed Real Estate ETF
iShares International Inflation-Linked Bond ETF
iShares International Preferred Stock ETF
iShares International Select Dividend ETF
iShares International Treasury Bond ETF
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares JPX-Nikkei 400 ETF
iShares Latin America 40 ETF
iShares MBS ETF
iShares Micro-Cap ETF
iShares Morningstar Large-Cap ETF
iShares Morningstar Large-Cap Growth ETF
iShares Morningstar Large-Cap Value ETF
iShares Morningstar Mid-Cap ETF
iShares Morningstar Mid-Cap Growth ETF
iShares Morningstar Mid-Cap Value ETF
iShares Morningstar Multi-Asset Income ETF
iShares Morningstar Small-Cap ETF
iShares Morningstar Small-Cap Growth ETF
iShares Morningstar Small-Cap Value ETF
iShares Mortgage Real Estate Capped ETF
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI ACWI Low Carbon Target ETF
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI All Peru Capped ETF
iShares MSCI Asia ex Japan Minimum Volatility ETF
iShares MSCI Brazil Small-Cap ETF
iShares MSCI China A ETF
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Denmark Capped ETF
iShares MSCI EAFE ETF
iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Minimum Volatility ETF
iShares MSCI EAFE Small-Cap ETF
iShares MSCI EAFE Value ETF
iShares MSCI Emerging Markets Latin America ETF
iShares MSCI Europe Financials ETF
iShares MSCI Europe Minimum Volatility ETF
iShares MSCI Europe Small-Cap ETF
iShares MSCI Finland Capped ETF
iShares MSCI Germany Small-Cap ETF
iShares MSCI India ETF
iShares MSCI India Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI International Developed Momentum Factor ETF
iShares MSCI International Developed Quality Factor ETF
iShares MSCI International Developed Size Factor ETF
iShares MSCI International Developed Value Factor ETF
iShares MSCI Ireland Capped ETF
iShares MSCI Japan Minimum Volatility ETF
iShares MSCI KLD 400 Social ETF
iShares MSCI Kokusai ETF
iShares MSCI New Zealand Capped ETF
iShares MSCI Norway Capped ETF
iShares MSCI Philippines ETF
iShares MSCI Poland Capped ETF
iShares MSCI Qatar Capped ETF
iShares MSCI Saudi Arabia Capped ETF
iShares MSCI UAE Capped ETF
iShares MSCI United Kingdom ETF
iShares MSCI United Kingdom Small-Cap ETF
iShares MSCI USA ESG Select ETF
iShares MSCI USA Minimum Volatility ETF
iShares MSCI USA Momentum Factor ETF
iShares MSCI USA Quality Factor ETF
iShares MSCI USA Size Factor ETF
iShares MSCI USA Value Factor ETF
iShares Nasdaq Biotechnology ETF
iShares National Muni Bond ETF
iShares New York Muni Bond ETF
iShares North American Natural Resources ETF
iShares North American Tech ETF
iShares North American Tech-Multimedia Networking ETF
iShares North American Tech-Software ETF
iShares PHLX Semiconductor ETF
iShares Real Estate 50 ETF
iShares Residential Real Estate Capped ETF
iShares Russell 1000 ETF
iShares Russell 1000 Growth ETF
iShares Russell 1000 Value ETF
iShares Russell 2000 ETF
iShares Russell 2000 Growth ETF
iShares Russell 2000 Value ETF
iShares Russell 3000 ETF
iShares Russell Mid-Cap ETF
iShares Russell Mid-Cap Growth ETF
iShares Russell Mid-Cap Value ETF
iShares Russell Top 200 ETF
iShares Russell Top 200 Growth ETF
iShares Russell Top 200 Value ETF
iShares S&P 100 ETF
iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF
iShares S&P Mid-Cap 400 Growth ETF
iShares S&P Mid-Cap 400 Value ETF
iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Value ETF
iShares Select Dividend ETF
iShares Short Treasury Bond ETF
iShares Short-Term National Muni Bond ETF
iShares TIPS Bond ETF
iShares Transportation Average ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. CapEx ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Preferred Stock ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Telecommunications ETF
iShares U.S. Utilities ETF
iShares Yield Optimized Bond ETF
iShares U.S. ETF Trust
iShares Commodities Select Strategy ETF
iShares Enhanced International Large-Cap ETF
iShares Enhanced International Small-Cap ETF
iShares Enhanced U.S. Large-Cap ETF
iShares Enhanced U.S. Small-Cap ETF
iShares Interest Rate Hedged 10+ Year Credit Bond ETF
iShares Interest Rate Hedged Corporate Bond ETF
iShares Interest Rate Hedged Emerging Markets Bond ETF
iShares Interest Rate Hedged High Yield Bond ETF
iShares Short Maturity Bond ETF
iShares Short Maturity Municipal Bond ETF
iShares Ultra Short-Term Bond ETF
iShares U.S. Fixed Income Balanced Risk ETF
Exhibit (h.6)
Schedule A
Funds
iShares, Inc.
iShares Asia/Pacific Dividend ETF
iShares Core MSCI Emerging Markets ETF
iShares Currency Hedged MSCI EM Minimum Volatility ETF
iShares Currency Hedged MSCI Emerging Markets ETF
iShares Emerging Markets Corporate Bond ETF
iShares Emerging Markets Dividend ETF
iShares Emerging Markets High Yield Bond ETF
iShares Emerging Markets Local Currency Bond ETF
iShares FactorSelect MSCI Emerging ETF
iShares Global High Yield Corporate Bond ETF
iShares International High Yield Bond ETF
iShares Latin America Bond ETF
iShares MSCI All Country World Minimum Volatility ETF
iShares MSCI Australia ETF
iShares MSCI Austria Capped ETF
iShares MSCI Belgium Capped ETF
iShares MSCI Brazil Capped ETF
iShares MSCI BRIC ETF
iShares MSCI Canada ETF
iShares MSCI Chile Capped ETF
iShares MSCI Colombia Capped ETF
iShares MSCI Emerging Markets Asia ETF
iShares MSCI Emerging Markets ETF
iShares MSCI Emerging Markets Horizon ETF
iShares MSCI Emerging Markets Minimum Volatility ETF
iShares MSCI Emerging Markets Small-Cap ETF
iShares MSCI Emerging Workforce ETF
iShares MSCI Eurozone ETF
iShares MSCI France ETF
iShares MSCI Frontier 100 ETF
iShares MSCI Germany ETF
iShares MSCI Global Agriculture Producers ETF
iShares MSCI Global Energy Producers ETF
iShares MSCI Global Gold Miners ETF
iShares MSCI Global Metals & Mining Producers ETF
iShares MSCI Global Silver Miners ETF
iShares MSCI Hong Kong ETF
iShares MSCI Israel Capped ETF
iShares MSCI Italy Capped ETF
iShares MSCI Japan ETF
iShares MSCI Japan Small-Cap ETF
iShares MSCI Malaysia ETF
iShares MSCI Mexico Capped ETF
iShares MSCI Netherlands ETF
iShares MSCI Pacific ex Japan ETF
iShares MSCI Russia Capped ETF
iShares MSCI Singapore ETF
iShares MSCI South Africa ETF
iShares MSCI South Korea Capped ETF
iShares MSCI Spain Capped ETF
iShares MSCI Sweden ETF
iShares MSCI Switzerland Capped ETF
iShares MSCI Taiwan ETF
iShares MSCI Thailand Capped ETF
iShares MSCI Turkey ETF
iShares MSCI USA Equal Weighted ETF
iShares MSCI World ETF
iShares Trust
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 0-5 Year TIPS Bond ETF
iShares 1-3 Year Credit Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares 1-3 Year Treasury Bond ETF
iShares 3-7 Year Treasury Bond ETF
iShares 7-10 Year Treasury Bond ETF
iShares 10+ Year Credit Bond ETF
iShares 10-20 Year Treasury Bond ETF
iShares 20+ Year Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares Adaptive Currency Hedged MSCI EAFE ETF
iShares Adaptive Currency Hedged MSCI Eurozone ETF
iShares Adaptive Currency Hedged MSCI Japan ETF
iShares Agency Bond ETF
iShares Asia 50 ETF
iShares B - Ca Rated Corporate Bond ETF
iShares Baa - Ba Rated Corporate Bond ETF
iShares California Muni Bond ETF
iShares China Large-Cap ETF
iShares CMBS ETF
iShares Cohen & Steers REIT ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core 10+ Year USD Bond ETF
iShares Core Aggressive Allocation ETF
iShares Core Conservative Allocation ETF
iShares Core Dividend Growth ETF
iShares Core Growth Allocation ETF
iShares Core High Dividend ETF
iShares Core International Aggregate Bond ETF
iShares Core Moderate Allocation ETF
iShares Core MSCI EAFE ETF
iShares Core MSCI Europe ETF
iShares Core MSCI Pacific ETF
iShares Core MSCI Total International Stock ETF
iShares Core S&P 500 ETF
iShares Core S&P Mid-Cap ETF
iShares Core S&P Small-Cap ETF
iShares Core S&P Total U.S. Stock Market ETF
iShares Core Total USD Bond Market ETF
iShares Core U.S. Aggregate Bond ETF
iShares Core U.S. Credit Bond ETF
iShares Core U.S. Growth ETF
iShares Core U.S. Treasury Bond ETF
iShares Core U.S. Value ETF
iShares Currency Hedged International High Yield Bond ETF
iShares Currency Hedged JPX-Nikkei 400 ETF
iShares Currency Hedged MSCI ACWI ETF
iShares Currency Hedged MSCI ACWI ex U.S. ETF
iShares Currency Hedged MSCI ACWI Minimum Volatility ETF
iShares Currency Hedged MSCI Australia ETF
iShares Currency Hedged MSCI Canada ETF
iShares Currency Hedged MSCI EAFE ETF
iShares Currency Hedged MSCI EAFE Minimum Volatility ETF
iShares Currency Hedged MSCI EAFE Small-Cap ETF
iShares Currency Hedged MSCI Europe Minimum Volatility ETF
iShares Currency Hedged MSCI Europe Small-Cap ETF
iShares Currency Hedged MSCI Eurozone ETF
iShares Currency Hedged MSCI Germany ETF
iShares Currency Hedged MSCI Italy ETF
iShares Currency Hedged MSCI Japan ETF
iShares Currency Hedged MSCI Mexico ETF
iShares Currency Hedged MSCI South Korea ETF
iShares Currency Hedged MSCI Spain ETF
iShares Currency Hedged MSCI Switzerland ETF
iShares Currency Hedged MSCI United Kingdom ETF
iShares Dow Jones U.S. ETF
iShares Emerging Markets Infrastructure ETF
iShares Europe Developed Real Estate ETF
iShares Europe ETF
iShares Exponential Technologies ETF
iShares FactorSelect MSCI Global ETF
iShares FactorSelect MSCI International ETF
iShares FactorSelect MSCI Intl Small-Cap ETF
iShares FactorSelect MSCI USA ETF
iShares FactorSelect MSCI USA Small-Cap ETF
iShares Floating Rate Bond ETF
iShares Global 100 ETF
iShares Global Clean Energy ETF
iShares Global Consumer Discretionary ETF
iShares Global Consumer Staples ETF
iShares Global Energy ETF
iShares Global Financials ETF
iShares Global Healthcare ETF
iShares Global Industrials ETF
iShares Global Inflation-Linked Bond ETF
iShares Global Infrastructure ETF
iShares Global Materials ETF
iShares Global REIT ETF
iShares Global Tech ETF
iShares Global Telecom ETF
iShares Global Timber & Forestry ETF
iShares Global Utilities ETF
iShares GNMA Bond ETF
iShares Government/Credit Bond ETF
iShares Human Rights ETF
iShares iBonds Dec 2016 Term Corporate ETF
iShares iBonds Dec 2017 Term Corporate ETF
iShares iBonds Dec 2018 Term Corporate ETF
iShares iBonds Dec 2019 Term Corporate ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Mar 2016 Corporate ETF
iShares iBonds Mar 2018 Term Corporate ETF
iShares iBonds Mar 2020 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2016 Corporate ex-Financials ETF
iShares iBonds Mar 2018 Term Corporate ex-Financials ETF
iShares iBonds Mar 2020 Term Corporate ex-Financials ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials ETF
iShares iBonds Sep 2016 Term Muni Bond ETF
iShares iBonds Sep 2017 Term Muni Bond ETF
iShares iBonds Sep 2018 Term Muni Bond ETF
iShares iBonds Sep 2019 Term Muni Bond ETF
iShares iBonds Sep 2020 Term Muni Bond ETF
iShares iBoxx $ High Yield Corporate Bond ETF
iShares iBoxx $ Investment Grade Corporate Bond ETF
iShares India 50 ETF
iShares Intermediate Credit Bond ETF
iShares Intermediate Government/Credit Bond ETF
iShares International Developed Property ETF
iShares International Developed Real Estate ETF
iShares International Inflation-Linked Bond ETF
iShares International Preferred Stock ETF
iShares International Select Dividend ETF
iShares International Treasury Bond ETF
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares JPX-Nikkei 400 ETF
iShares Latin America 40 ETF
iShares MBS ETF
iShares Micro-Cap ETF
iShares Morningstar Large-Cap ETF
iShares Morningstar Large-Cap Growth ETF
iShares Morningstar Large-Cap Value ETF
iShares Morningstar Mid-Cap ETF
iShares Morningstar Mid-Cap Growth ETF
iShares Morningstar Mid-Cap Value ETF
iShares Morningstar Multi-Asset Income ETF
iShares Morningstar Small-Cap ETF
iShares Morningstar Small-Cap Growth ETF
iShares Morningstar Small-Cap Value ETF
iShares Mortgage Real Estate Capped ETF
iShares MSCI ACWI ETF
iShares MSCI ACWI ex U.S. ETF
iShares MSCI ACWI Low Carbon Target ETF
iShares MSCI All Country Asia ex Japan ETF
iShares MSCI All Peru Capped ETF
iShares MSCI Asia ex Japan Minimum Volatility ETF
iShares MSCI Brazil Small-Cap ETF
iShares MSCI China A ETF
iShares MSCI China ETF
iShares MSCI China Small-Cap ETF
iShares MSCI Denmark Capped ETF
iShares MSCI EAFE ETF
iShares MSCI EAFE Growth ETF
iShares MSCI EAFE Minimum Volatility ETF
iShares MSCI EAFE Small-Cap ETF
iShares MSCI EAFE Value ETF
iShares MSCI Emerging Markets Latin America ETF
iShares MSCI Europe Financials ETF
iShares MSCI Europe Minimum Volatility ETF
iShares MSCI Europe Small-Cap ETF
iShares MSCI Finland Capped ETF
iShares MSCI Germany Small-Cap ETF
iShares MSCI India ETF
iShares MSCI India Small-Cap ETF
iShares MSCI Indonesia ETF
iShares MSCI International Developed Momentum Factor ETF
iShares MSCI International Developed Quality Factor ETF
iShares MSCI International Developed Size Factor ETF
iShares MSCI International Developed Value Factor ETF
iShares MSCI Ireland Capped ETF
iShares MSCI Japan Minimum Volatility ETF
iShares MSCI KLD 400 Social ETF
iShares MSCI Kokusai ETF
iShares MSCI New Zealand Capped ETF
iShares MSCI Norway Capped ETF
iShares MSCI Philippines ETF
iShares MSCI Poland Capped ETF
iShares MSCI Qatar Capped ETF
iShares MSCI Saudi Arabia Capped ETF
iShares MSCI UAE Capped ETF
iShares MSCI United Kingdom ETF
iShares MSCI United Kingdom Small-Cap ETF
iShares MSCI USA ESG Select ETF
iShares MSCI USA Minimum Volatility ETF
iShares MSCI USA Momentum Factor ETF
iShares MSCI USA Quality Factor ETF
iShares MSCI USA Size Factor ETF
iShares MSCI USA Value Factor ETF
iShares Nasdaq Biotechnology ETF
iShares National Muni Bond ETF
iShares New York Muni Bond ETF
iShares North American Natural Resources ETF
iShares North American Tech ETF
iShares North American Tech-Multimedia Networking ETF
iShares North American Tech-Software ETF
iShares PHLX Semiconductor ETF
iShares Real Estate 50 ETF
iShares Residential Real Estate Capped ETF
iShares Russell 1000 ETF
iShares Russell 1000 Growth ETF
iShares Russell 1000 Value ETF
iShares Russell 2000 ETF
iShares Russell 2000 Growth ETF
iShares Russell 2000 Value ETF
iShares Russell 3000 ETF
iShares Russell Mid-Cap ETF
iShares Russell Mid-Cap Growth ETF
iShares Russell Mid-Cap Value ETF
iShares Russell Top 200 ETF
iShares Russell Top 200 Growth ETF
iShares Russell Top 200 Value ETF
iShares S&P 100 ETF
iShares S&P 500 Growth ETF
iShares S&P 500 Value ETF
iShares S&P Mid-Cap 400 Growth ETF
iShares S&P Mid-Cap 400 Value ETF
iShares S&P Small-Cap 600 Growth ETF
iShares S&P Small-Cap 600 Value ETF
iShares Select Dividend ETF
iShares Short Treasury Bond ETF
iShares Short-Term National Muni Bond ETF
iShares TIPS Bond ETF
iShares Transportation Average ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Aerospace & Defense ETF
iShares U.S. Basic Materials ETF
iShares U.S. Broker-Dealers & Securities Exchanges ETF
iShares U.S. CapEx ETF
iShares U.S. Consumer Goods ETF
iShares U.S. Consumer Services ETF
iShares U.S. Energy ETF
iShares U.S. Financial Services ETF
iShares U.S. Financials ETF
iShares U.S. Healthcare ETF
iShares U.S. Healthcare Providers ETF
iShares U.S. Home Construction ETF
iShares U.S. Industrials ETF
iShares U.S. Insurance ETF
iShares U.S. Medical Devices ETF
iShares U.S. Oil & Gas Exploration & Production ETF
iShares U.S. Oil Equipment & Services ETF
iShares U.S. Pharmaceuticals ETF
iShares U.S. Preferred Stock ETF
iShares U.S. Real Estate ETF
iShares U.S. Regional Banks ETF
iShares U.S. Technology ETF
iShares U.S. Telecommunications ETF
iShares U.S. Utilities ETF
iShares Yield Optimized Bond ETF
iShares U.S. ETF Trust
iShares Commodities Select Strategy ETF
iShares Enhanced International Large-Cap ETF
iShares Enhanced International Small-Cap ETF
iShares Enhanced U.S. Large-Cap ETF
iShares Enhanced U.S. Small-Cap ETF
iShares Interest Rate Hedged 10+ Year Credit Bond ETF
iShares Interest Rate Hedged Corporate Bond ETF
iShares Interest Rate Hedged Emerging Markets Bond ETF
iShares Interest Rate Hedged High Yield Bond ETF
iShares Short Maturity Bond ETF
iShares Short Maturity Municipal Bond ETF
iShares Ultra Short-Term Bond ETF
iShares U.S. Fixed Income Balanced Risk ETF
Approved by the Boards of Trustees of iShares Trust and iShares U.S. ETF Trust on December 1-2, 2015 and the Board of Directors of iShares, Inc. on September 16-17, 2015.
Exhibit (q.3)
iSHARES, INC.
OFFICERS CERTIFICATE
I, Jack Gee, the duly appointed Treasurer of iShares, Inc. (the Company), do hereby certify that attached hereto as Exhibit A is a true and correct copy of the resolution from the meeting of the Board of Directors of the Company (the Board) held on December 1-2, 2015 (the Meeting). The resolution was duly adopted by the Board at the Meeting. The resolution has not been modified or rescinded since its adoption and is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have executed this Certificate on this 14 day of January, 2016.
By: | /s/ Jack Gee | |
Name: | Jack Gee | |
Title: | Treasurer |
Exhibit A
RESOLUTION OF THE BOARD
APPROVAL OF AUTHORIZATION OF CERTAIN OFFICERS OF THE FUNDS TO SIGN ON BEHALF OF THE COMPANIES PURSUANT TO A POWER OF ATTORNEY
iShares Trust
iShares, Inc.
iShares U.S. ETF Company, Inc.
iShares U.S. ETF Trust
iShares Sovereign Screened Global Bond Fund, Inc.
RESOLVED, that Jack Gee, Benjamin Archibald, Deepa Damre, Margery K. Neale and Barry P. Barbash be, and each of them hereby is, authorized to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which Manish Mehta is now or is on the date of such filing the President and Principal Executive Officer of the Trust or President and Principal Executive Officer of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder on behalf of Manish Mehta, pursuant to the power of attorney signed by Manish Mehta on March 25, 2015.
FURTHER RESOLVED, that Raymund Santiago, Manish Mehta, Ben Archibald and Deepa Damre be, and each of them hereby is, authorized to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing the Treasurer and Chief Financial Officer of the Trust or of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder on behalf of Jack Gee, pursuant to the power of attorney signed by Jack Gee on September 30, 2015.
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787 Seventh Avenue
New York, NY 10019
Tel: 212 728 8000
Fax: 202 728 8111
March 28, 2016
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | iShares, Inc. (the Company) |
(Securities Act File No. 33-97598; |
Investment Company Act File No. 811-09102) |
Post-Effective Amendment No. 460 |
Ladies and Gentlemen:
On behalf of the Company, we hereby transmit for filing under the Securities Act of 1933 (the 1933 Act) and the Investment Company Act of 1940, Post-Effective Amendment No. 460 (the Amendment) to the Companys Registration Statement on Form N-1A. The Amendment is being filed pursuant to Rule 485(a)(2) under the 1933 Act for the sole purpose of adding a new series to the Company:
iShares MSCI EM ESG ETF (the Fund)
The filing will become automatically effective 75 days after the filing.
The following information is provided to assist the Staff of the Commission (the Staff) in its review of the Registration Statement.
(1) | Investment Objectives and Policies |
The Fund seeks to track the investment results of the MSCI EM ESG Select Index (the Underlying Index), which has been developed by MSCI Inc. (the Index Provider or MSCI). The Underlying Index is an optimized index designed to reflect the equity performance of companies that have positive environmental, social and governance characteristics, which exhibit risk and return characteristics similar to the MSCI Market Cap Weighted Index (the MSCI EM Index). As of December 1, 2015, the Underlying Index consisted of the following 23 countries: Brazil, Chile, China, Colombia, the Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Qatar, Russia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates. The Underlying Index may include large- or mid-capitalization companies. Components of the Underlying Index primarily include consumer discretionary, financials and information technology companies. The components of the Underlying Index, and the degree to which these components represent certain industries, are likely to change over time.
(2) | Changes from Recent Filings |
The Funds description of its investment strategy and risk factors are specific to the Fund. The portfolio managers are specific to the Fund. Fee information will be specific to this Fund. The discussion of the tax implications of buying and selling shares is specific to this Fund.
The Amendment follows the general format used in prior filings for the Company prepared in accordance with the revised Form N-1A, for example, Post-Effective Amendment No. 443 filed pursuant to Rule 485(a) on August 7, 2015, relating to the iShares Currency Hedged MSCI EM Minimum Volatility ETF.
(3) | Prior Filings with Similar Disclosure |
Much of the disclosure in the Amendment is substantially similar to that in prior filings for the Company, which has been reviewed by the Staff. In particular, the format and non-index specific disclosure is based on Post-Effective Amendment No. 443, filed with the SEC pursuant to Rule 485(a) on August 7, 2015. The substantially similar sections are as follows:
In the Prospectus:
Portfolio Holdings Information, Management Investment Adviser, Management Administrator, Custodian and Transfer Agent, Management Conflicts of Interest, Shareholder Information Book Entry, Shareholder Information Share Prices, Shareholder Information Taxes on Distributions, Shareholder Information Householding, and Distribution.
In the Statement of Additional Information:
General Description of the Company and the Fund, Exchange Listing and Trading, Portfolio Holdings Information, Continuous Offering, Management Control Persons and Principal Holders of Securities, Management Investment Adviser, Investment Advisory, Administrative and Distribution Services Codes of Ethics, Investment Advisory, Administrative and Distribution Services Anti-Money Laundering Requirements, Investment Advisory, Administrative and Distribution Services Administrator, Custodian and Transfer Agent, Investment Advisory, Administrative and Distribution Services Distributor, Investment Advisory, Administrative and Distribution Services Payments by BFA and its Affiliates, Brokerage Transactions, Creation and Redemption of Creation Units, Additional Information Concerning the Company, and Miscellaneous Information
* * * * *
The operations of the Fund, the description of the shares offered and the other information that is customary for a fund complex do not appear to raise novel issues or problem areas that warrant
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particular attention of the Staff in reviewing the Registration Statement. Consequently, on behalf of the Company, we request that the Registration Statement be given selective review by the Staff.1
If you have any questions or need further information, please call me at (212) 728-8250.
Sincerely,
/s/ P. Georgia Bullitt
|
P. Georgia Bullitt |
cc: | Deepa Damre |
Katherine Drury |
Michael Gung |
Seong Kim |
1 | See Inv. Co. Act. Rel. No. 13768 (Feb. 15, 1984). |
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