Form 485APOS iSHARES TRUST
As filed with the U.S. Securities and Exchange Commission on September 29, 2022
File Nos. 333-92935 and 811-09729
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Post-Effective Amendment No. 2,587 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 2,587 | ☒ |
(Check appropriate box or boxes)
iShares Trust
(Exact Name of Registrant as Specified in Charter)
c/o BlackRock Fund Advisors
400 Howard Street
San Francisco, CA 94105
(Address of Principal Executive Office)(Zip Code)
Registrants Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
With Copies to:
MARGERY K. NEALE, ESQ. BENJAMIN J. HASKIN, ESQ. ANNE C. CHOE, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 |
MARISA ROLLAND, ESQ. BLACKROCK FUND ADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105 |
It is proposed that this filing will become effective (check appropriate box):
☐ | Immediately upon filing pursuant to paragraph (b) |
☐ | On (date) pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) |
☒ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
______, 2022 | |
2022 Prospectus |
• | iShares Future Metaverse
Tech and Communications 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
Expenses1 |
Total
Annual Fund Operating Expenses | |||
___% | None | ___% | ___% |
1 | The amount rounded to 0.00%. |
■ | Government intervention in issuers' operations or structure; |
■ | A lack of market 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 the risk of being delisted from U.S. exchanges; and |
■ | Legal principles relating to corporate governance, directors’ fiduciary duties and |
Economic Risk. Some countries in which the Fund may invest may experience economic instability, including instability resulting from substantial rates of inflation or significant devaluations of their currency, or economic recessions, which would have a negative effect on the economies and securities markets of their economies. Some of these countries may also impose restrictions on the exchange or export of currency or adverse currency exchange rates and may be characterized by a lack of available currency hedging instruments.
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: | [email protected] |
Write: | c/o
BlackRock Investments, LLC 1 University Square Drive, Princeton, NJ 08540 |
Fund | Ticker | Listing Exchange | ||
iShares Future Metaverse Tech and Communications ETF (the “Fund”) | ____ | ____ |
• | Communications of Data Files: The Fund may make available through the facilities of the National Securities Clearing Corporation (“NSCC”) or through posting on the www.iShares.com, prior to the opening of trading on each business day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle purchases of the Fund (i.e. Deposit Securities) or that Authorized Participants would receive from the Fund to settle redemptions of the Fund (i.e. Fund Securities). These files are known as the Portfolio Composition File and the Fund Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or posted on www.iShares.com after the close of markets in the U.S. |
• | Communications with Authorized Participants and Liquidity Providers: Certain employees of BFA are responsible for interacting with Authorized Participants and liquidity providers with respect to discussing custom basket proposals as described in the Custom Baskets section of this SAI. As part of these discussions, these employees may discuss with an Authorized Participant or liquidity provider the securities the Fund is willing to accept for a creation, and securities that the Fund will provide on a redemption. |
• | Communications with Listing Exchanges: From time to time, employees of BFA may discuss portfolio holdings information with the applicable primary listing exchange for the Fund as needed to meet the exchange listing standards. |
• | Communications with Other Portfolio Managers: Certain information may be provided to employees of BFA who manage funds that invest a significant percentage of their assets in shares of an underlying fund as necessary to manage the fund’s investment objective and strategy. |
• | Communication of Other Information: Certain explanatory information regarding the Files is released to Authorized Participants and liquidity providers on a daily basis, but is only done so after the Files are posted to www.iShares.com. |
• | Third-Party Service Providers: Certain portfolio holdings information may be disclosed to Fund Trustees and their counsel, outside counsel for the Fund, auditors and to certain third-party service providers (i.e., fund administrator, custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities laws and regulations thereunder. |
• | Liquidity Metrics: “Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity |
metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any party. |
• | Metaverse Platforms: Technologies that facilitate virtual interactions across a high volume of users, combining elements of 3D rendering & simulation software, wearable technology, immersive gaming, enhanced social media, and digital assets & payments. |
• | Wearable Technology & VR/AR: Virtual reality (“VR”) is the use of computer technology to create the effect of an interactive three-dimensional world in which the objects have a sense of spatial presence. Augmented reality (“AR”) is an enhanced version of reality created by the use of technology to overlay digital information on an image of something being viewed through a device. |
• | Enhanced Social Media: Interactive digital channels, enhanced by the use of VR and AR platforms, that allow users to create and share content. |
• | Immersive Gaming: All-encompassing online games that many players can play simultaneously and the associated tools and hardware that facilitate their development. |
• | 3D Rendering & Simulation Software: Software and tools leveraged by businesses, consumers, and brands to build and develop content for VR and AR platforms. |
• | Digital Assets & Payments: A digital asset is a collection of binary data which is self-contained, uniquely identifiable, and has a value. Digital payments are transfers of value from one payment account to another by use of a digital device, with no exchange of cash. |
• | Securities must have at least $2 million in three-month average daily trading volume (“ADTV”) and at least a $300 million free float market capitalization. Current index constituents are eliminated if they have less than $1.5 million in three-month ADTV or less than $200 million free float market capitalization. |
• | The issuer must be classified by Morningstar as a producer of goods or services related to a theme of the Underlying Index or a supplier of such producers. |
• | The issuer must have current exposure from at least one theme, as determined by Morningstar, and must be highly likely to experience a material increase in net profit over the next five years from exposure to that theme. |
• | Score of 0: Less than 10% of the issuer’s total revenue |
• | Score of 1: 10-25% of the issuer’s total revenue |
• | Score of 2: 25-50% of the issuer’s total revenue |
• | Score of 3: Greater than 50% of the total revenue of an issuer that is a supplier |
• | Score of 4: Greater than 50% of the total revenue of an issuer that is a producer |
• | Higher aggregate score |
• | Number of themes in which a constituent scores 2 |
• | Number of themes in which a constituent scores 1 |
• | Preference for smaller float market capitalization |
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 (“REITs”), mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. | Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law. |
6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the extent prohibited by the Investment Company Act. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
Robert
S. Kapito1 (65) |
Trustee
(since 2009). |
President, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002). | Director of BlackRock, Inc. (since 2006); Director of iShares, Inc. (since 2009); Trustee of iShares U.S. ETF Trust (since 2011). | |||
Salim
Ramji2 (52) |
Trustee (since 2019). | Senior Managing Director, BlackRock, Inc. (since 2014); Global Head of BlackRock’s ETF and Index Investments Business (since 2019); Head of BlackRock’s U.S. Wealth Advisory Business (2015-2019); Global Head of Corporate Strategy, BlackRock, Inc. (2014-2015); Senior Partner, McKinsey & Company (2010-2014). | Director of iShares, Inc. (since 2019); Trustee of iShares U.S. ETF Trust (since 2019). |
1 | Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
2 | Salim Ramji is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
John
E. Kerrigan (67) |
Trustee
(since 2005); Independent Board Chair (since 2022). |
Chief Investment Officer, Santa Clara University (since 2002). | Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Independent Board Chair of iShares, Inc. and iShares U.S. ETF Trust (since 2022). | |||
Jane
D. Carlin (66) |
Trustee
(since 2015); Risk Committee Chair (since 2016). |
Consultant (since 2012); Member of the Audit Committee (2012-2018), Chair of the Nominating and Governance Committee (2017-2018) and Director of PHH Corporation (mortgage solutions) (2012-2018); Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley (2006-2012). | Director of iShares, Inc. (since 2015); Trustee of iShares U.S. ETF Trust (since 2015); Member of the Audit Committee (since 2016), Chair of the Audit Committee (since 2020) and Director of The Hanover Insurance Group, Inc. (since 2016). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
Richard
L. Fagnani (67) |
Trustee
(since 2017); Audit Committee Chair (since 2019). |
Partner, KPMG LLP (2002-2016). | Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017). | |||
Cecilia
H. Herbert (73) |
Trustee
(since 2005); Nominating and Governance and Equity Plus Committee Chairs (since 2022). |
Chair of the Finance Committee (since 2019) and Trustee and Member of the Finance, Audit and Quality Committees of Stanford Health Care (since 2016); Trustee of WNET, New York's public media company (since 2011) and Member of the Audit Committee (since 2018) and Investment Committee (since 2011); Chair (1994-2005) and Member (since 1992) of the Investment Committee, Archdiocese of San Francisco; Trustee of Forward Funds (14 portfolios) (2009-2018); Trustee of Salient MF Trust (4 portfolios) (2015-2018); Director (1998-2013) and President (2007-2011) of the Board of Directors, Catholic Charities CYO; Trustee (2002-2011) and Chair of the Finance and Investment Committee (2006-2010) of the Thacher School; Director of the Senior Center of Jackson Hole (since 2020). | Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Trustee of Thrivent Church Loan and Income Fund (since 2019). | |||
Drew
E. Lawton (63) |
Trustee
(since 2017); 15(c) Committee Chair (since 2017). |
Senior Managing Director of New York Life Insurance Company (2010-2015). | Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017). | |||
John
E. Martinez (61) |
Trustee
(since 2003); Securities Lending Committee Chair (since 2019). |
Director of Real Estate Equity Exchange, Inc. (since 2005); Director of Cloudera Foundation (2017-2020); and Director of Reading Partners (2012-2016). | Director of iShares, Inc. (since 2003); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years |
Other
Directorships Held by Trustee | |||
Madhav
V. Rajan (58) |
Trustee
(since 2011); Fixed Income Plus Committee Chair (since 2019). |
Dean, and George Pratt Shultz Professor of Accounting, University of Chicago Booth School of Business (since 2017); Advisory Board Member (since 2016) and Director (since 2020) of C.M. Capital Corporation; Chair of the Board for the Center for Research in Security Prices, LLC (since 2020); Robert K. Jaedicke Professor of Accounting, Stanford University Graduate School of Business (2001-2017); Professor of Law (by courtesy), Stanford Law School (2005-2017); Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business (2010-2016). | Director
of iShares, Inc. (since 2011); Trustee of iShares U.S. ETF Trust (since 2011). |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Armando
Senra (51) |
President (since 2019). | Managing Director, BlackRock, Inc. (since 2007); Head of U.S., Canada and Latin America iShares, BlackRock, Inc. (since 2019); Head of Latin America Region, BlackRock, Inc. (2006-2019); Managing Director, Bank of America Merrill Lynch (1994-2006). | ||
Trent
Walker (48) |
Treasurer
and Chief Financial Officer (since 2020). |
Managing Director of BlackRock, Inc. (since September 2019); Chief Financial Officer of iShares Delaware Trust Sponsor LLC, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V and BlackRock Funds VI (since 2021); Executive Vice President of PIMCO (2016-2019); Senior Vice President of PIMCO (2008-2015); Treasurer (2013-2019) and Assistant Treasurer (2007-2017) of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. |
Name (Age) | Position | Principal
Occupation(s) During the Past 5 Years | ||
Charles
Park (55) |
Chief Compliance Officer (since 2006). | Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex (since 2014); Chief Compliance Officer of BFA (since 2006). | ||
Marisa
Rolland (42) |
Secretary (since 2022). | Director, BlackRock, Inc. (since 2018); Vice President, BlackRock, Inc. (2010-2017). | ||
Rachel
Aguirre (40) |
Executive Vice President (since 2022). | Managing Director, BlackRock, Inc. (since 2018); Director, BlackRock, Inc. (2009-2018); Head of U.S. iShares Product (since 2022); Head of EII U.S. Product Engineering (since 2021); Co-Head of EII’s Americas Portfolio Engineering (2020-2021); Head of Developed Markets Portfolio Engineering (2016-2019). | ||
Jennifer
Hsui (46) |
Executive Vice President (since 2022). | Managing Director, BlackRock, Inc. (since 2009); Co-Head of Index Equity (since 2022). | ||
James
Mauro (52) |
Executive Vice President (since 2021). | Managing Director, BlackRock, Inc. (since 2010); Head of Fixed Income Index Investments in the Americas and Head of San Francisco Core Portfolio Management (since 2020). |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
Robert S. Kapito | None | None | None | |||
Salim Ramji | iShares Broad USD Investment Grade Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Commodity Curve Carry Strategy ETF | $50,001-$100,000 | |||||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | $1-$10,000 | |||||
iShares Core S&P 500 ETF | $1-$10,000 | |||||
iShares Core S&P Mid-Cap ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | $1-$10,000 | |||||
iShares Expanded Tech Sector ETF | $1-$10,000 | |||||
iShares Expanded Tech-Software Sector ETF | $1-$10,000 | |||||
iShares GSCI Commodity Dynamic Roll Strategy ETF | $50,001-$100,000 | |||||
iShares MSCI USA ESG Select ETF | $1-$10,000 | |||||
iShares Robotics and Artificial Intelligence Multisector ETF | $1-$10,000 | |||||
iShares TIPS Bond ETF | $50,001-$100,000 | |||||
John E. Kerrigan | iShares Core S&P 500 ETF | Over $100,000 | Over $100,000 | |||
iShares Core S&P Small-Cap ETF | $50,001-$100,000 | |||||
iShares ESG Advanced MSCI EAFE ETF | $1-$10,000 | |||||
iShares ESG Advanced MSCI USA ETF | $10,001-$50,000 | |||||
iShares ESG Aware MSCI EAFE ETF | $10,001-$50,000 | |||||
iShares ESG Aware MSCI EM ETF | $50,001-$100,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares ESG Aware MSCI USA ETF | Over $100,000 | |||||
iShares ESG Aware MSCI USA Small-Cap ETF | $10,001-$50,000 | |||||
iShares Exponential Technologies ETF | Over $100,000 | |||||
iShares Genomics Immunology and Healthcare ETF | $10,001-$50,000 | |||||
iShares Global Clean Energy ETF | Over $100,000 | |||||
iShares Global Infrastructure ETF | Over $100,000 | |||||
iShares Global Tech ETF | $10,001-$50,000 | |||||
iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
iShares MSCI EAFE Growth ETF | Over $100,000 | |||||
iShares MSCI EAFE Value ETF | Over $100,000 | |||||
iShares MSCI KLD 400 Social ETF | $10,001-$50,000 | |||||
iShares MSCI USA ESG Select ETF | $1-$10,000 | |||||
iShares MSCI USA Min Vol Factor ETF | $10,001-$50,000 | |||||
iShares MSCI USA Value Factor ETF | $50,001-$100,000 | |||||
iShares U.S. Energy ETF | $10,001-$50,000 | |||||
iShares U.S. Financial Services ETF | $10,001-$50,000 | |||||
Jane D. Carlin | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI Emerging Markets ETF | Over $100,000 | |||||
iShares Core S&P Mid-Cap ETF | $10,001-$50,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Global Clean Energy ETF | $10,001-$50,000 | |||||
iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
iShares MSCI Global Metals & Mining Producers ETF | $10,001-$50,000 | |||||
iShares Select Dividend ETF | $10,001-$50,000 | |||||
Richard L. Fagnani | iShares 0-5 Year TIPS Bond ETF | $10,001-$50,000 | Over $100,000 | |||
iShares China Large-Cap ETF | $50,001-$100,000 | |||||
iShares Core Dividend Growth ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | $50,001-$100,000 | |||||
iShares Core U.S. REIT ETF | $10,001-$50,000 | |||||
iShares Exponential Technologies ETF | $10,001-$50,000 | |||||
iShares Global Clean Energy ETF | $10,001-$50,000 | |||||
iShares GSCI Commodity Dynamic Roll Strategy ETF | $10,001-$50,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares MSCI All Country Asia ex Japan ETF | $10,001-$50,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares MSCI Singapore ETF | $10,001-$50,000 | |||||
iShares MSCI USA Equal Weighted ETF | $10,001-$50,000 | |||||
iShares MSCI USA Quality Factor ETF | $10,001-$50,000 | |||||
iShares Robotics and Artificial Intelligence Multisector ETF | $10,001-$50,000 | |||||
iShares TIPS Bond ETF | $10,001-$50,000 | |||||
iShares U.S. Infrastructure ETF | $10,001-$50,000 | |||||
iShares U.S. Regional Banks ETF | $10,001-$50,000 | |||||
Cecilia H. Herbert | iShares California Muni Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Emerging Markets ETF | $1-$10,000 | |||||
iShares Core MSCI Total International Stock ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P U.S. Growth ETF | Over $100,000 | |||||
iShares Core S&P U.S. Value ETF | Over $100,000 | |||||
iShares iBoxx $ High Yield Corporate Bond ETF | $10,001-$50,000 | |||||
iShares International Select Dividend ETF | $1-$10,000 | |||||
iShares MSCI EAFE ETF | $1-$10,000 | |||||
iShares MSCI Japan ETF | $10,001-$50,000 | |||||
iShares MSCI USA Value Factor ETF | Over $100,000 | |||||
iShares National Muni Bond ETF | $10,001-$50,000 | |||||
iShares Preferred and Income Securities ETF | $10,001-$50,000 | |||||
Drew E. Lawton | BlackRock Ultra Short-Term Bond ETF | Over $100,000 | Over $100,000 | |||
iShares 0-5 Year High Yield Corporate Bond ETF | $50,001-$100,000 | |||||
iShares Biotechnology ETF | Over $100,000 | |||||
iShares Core Dividend Growth ETF | Over $100,000 | |||||
iShares Core MSCI Total International Stock ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Expanded Tech Sector ETF | Over $100,000 | |||||
iShares Exponential Technologies ETF | Over $100,000 | |||||
iShares Global Financials ETF | $10,001-$50,000 | |||||
iShares U.S. Financial Services ETF | Over $100,000 | |||||
iShares U.S. Financials ETF | $50,001-$100,000 |
Name | Fund | Dollar
Range of Equity Securities in Named Fund |
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |||
iShares U.S. Healthcare ETF | Over $100,000 | |||||
John E. Martinez | iShares 1-5 Year Investment Grade Corporate Bond ETF | Over $100,000 | Over $100,000 | |||
iShares Core MSCI International Developed Markets ETF | $10,001-$50,000 | |||||
iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Small-Cap ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock Market ETF | Over $100,000 | |||||
iShares Global Consumer Staples ETF | Over $100,000 | |||||
iShares Russell 1000 ETF | Over $100,000 | |||||
iShares Russell 1000 Value ETF | Over $100,000 | |||||
iShares Russell 2000 ETF | Over $100,000 | |||||
Madhav V. Rajan | None | None | None |
Name | iShares
Future Metaverse Tech and Communications ETF |
Pension
or Retirement Benefits Accrued As Part of Trust Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
Independent Trustees: | ||||||||
Jane D. Carlin | $__ | Not Applicable | Not Applicable | $420,000 | ||||
Richard L. Fagnani | __ | Not Applicable | Not Applicable | 446,764 | ||||
Cecilia H. Herbert | __ | Not Applicable | Not Applicable | 475,000 | ||||
John E. Kerrigan | __ | Not Applicable | Not Applicable | 445,000 |
Name | iShares
Future Metaverse Tech and Communications ETF |
Pension
or Retirement Benefits Accrued As Part of Trust Expenses1 |
Estimated
Annual Benefits Upon Retirement1 |
Total
Compensation From the Fund and Fund Complex2 | ||||
Drew E. Lawton | __ | Not Applicable | Not Applicable | 431,764 | ||||
John E. Martinez | __ | Not Applicable | Not Applicable | 420,000 | ||||
Madhav V. Rajan | __ | Not Applicable | Not Applicable | 420,000 | ||||
Interested Trustees: | ||||||||
Robert S. Kapito | $__ | Not Applicable | Not Applicable | $0 | ||||
Salim Ramji | __ | Not Applicable | Not Applicable | 0 |
1 | No Trustee or officer is entitled to any pension or retirement benefits from the Trust. |
2 | Also includes compensation for service on the Board of Trustees of iShares U.S. ETF Trust and the Board of Directors of iShares, Inc. |
Jennifer Hsui | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Greg Savage | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Paul Whitehead | ||||
Types of Accounts | Number | Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Amy Whitelaw | ||||
Types of Accounts | Number | 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 | __ | $__ | ||
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 | __ | __ |
Paul Whitehead | ||||
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 | __ | __ |
Amy Whitelaw | ||||
Types of Accounts | Number
of Other Accounts with Performance Fees Managed by Portfolio Manager |
Aggregate
of Total Assets | ||
Registered Investment Companies | __ | $__ | ||
Other Pooled Investment Vehicles | __ | __ | ||
Other Accounts | __ | __ |
Shares
Per Creation Unit |
Approximate
Value Per Creation Unit (U.S.$) | |
__ | $____ |
Standard
Creation Transaction Fee |
Maximum
Additional Charge* | |
$__ | __% |
* | As a percentage of the net asset value per Creation Unit. |
Standard
Redemption Transaction Fee |
Maximum
Additional Charge* | |
$__ | __% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee. |
If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may in its discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charges specified above to offset the Fund's brokerage and other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales and other special transactions |
• | Compensation and benefits |
• | Environmental and social issues |
• | General corporate governance matters and shareholder protections |
• | establishing an appropriate corporate governance structure |
• | supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred |
• | ensuring the integrity of financial statements |
• | making independent decisions regarding mergers, acquisitions and disposals |
• | establishing appropriate executive compensation structures |
• | addressing business issues, including environmental and social issues, when they have the potential to materially impact company reputation and performance |
• | current or former employment at the company or a subsidiary within the past several years |
• | being, or representing, a shareholder with a substantial shareholding in the company |
• | interlocking directorships |
• | having any other interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company |
1) | publish a disclosure in line with industry-specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and |
2) | disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. |
• | The company has already taken sufficient steps to address the concern |
• | The company is in the process of actively implementing a response |
• | There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal |
• | BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock |
• | Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock |
• | Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock |
• | BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock |
• | Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients. |
• | Established a reporting structure that separates BIS from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met. |
• | Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis. |
Contents | |
Introduction | A-16 |
Voting guidelines | A-16 |
Boards and directors | A-16 |
- Director elections | A-16 |
- Independence | A-16 |
- Oversight | A-17 |
- Responsiveness to shareholders | A-17 |
- Shareholder rights | A-17 |
- Board composition and effectiveness | A-18 |
- Board size | A-19 |
- CEO and management succession planning | A-19 |
- Classified board of directors / staggered terms | A-19 |
- Contested director elections | A-19 |
- Cumulative voting | A-19 |
- Director compensation and equity programs | A-19 |
- Majority vote requirements | A-19 |
- Risk oversight | A-20 |
- Separation of chairman and CEO | A-20 |
Auditors and audit-related issues | A-20 |
Capital structure proposals | A-21 |
- Equal voting rights | A-21 |
- Blank check preferred stock | A-21 |
- Increase in authorized common shares | A-21 |
- Increase or issuance of preferred stock | A-21 |
- Stock splits | A-22 |
Mergers, asset sales, and other special transactions | A-22 |
- Poison pill plans | A-22 |
- Reimbursement of expenses for successful shareholder campaigns | A-22 |
Executive Compensation | A-22 |
- Advisory resolutions on executive compensation (“Say on Pay”) | A-23 |
- Advisory votes on the frequency of Say on Pay resolutions | A-23 |
- Claw back proposals | A-23 |
- Employee stock purchase plans | A-23 |
- Equity compensation plans | A-23 |
- Golden parachutes | A-23 |
- Option exchanges | A-24 |
- Pay-for-Performance plans | A-24 |
- Supplemental executive retirement plans | A-24 |
Environmental and social issues | A-24 |
- Climate risk | A-25 |
- Corporate political activities | A-26 |
General corporate governance matters | A-26 |
- Adjourn meeting to solicit additional votes | A-26 |
- Bundled proposals | A-26 |
- Exclusive forum provisions | A-26 |
- Multi-jurisdictional companies | A-26 |
- Other business | A-27 |
- Reincorporation | A-27 |
- IPO governance | A-27 |
Contents | |
Shareholder Protections | A-27 |
- Amendment to charter / articles / bylaws | A-27 |
- Proxy access | A-28 |
- Right to act by written consent | A-28 |
- Right to call a special meeting | A-28 |
- Simple majority voting | A-28 |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure |
• | Mergers, asset sales, and other special transactions |
• | Executive compensation |
• | Environmental and social issues |
• | General corporate governance matters |
• | Shareholder protections |
• | Employment as a senior executive by the company or a subsidiary within the past five years |
• | An equity ownership in the company in excess of 20% |
• | Having any other interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company |
• | Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, this may apply to members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee |
• | Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue |
• | The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. However, this would not apply in the case of a controlled company |
• | Where it appears the director has acted (at the company or at other companies) in a manner that compromises his / her reliability to represent the best long-term economic interests of shareholders |
• | Where a director has a pattern of poor attendance at combined board and applicable key committee meetings. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable key committee meetings by a board member to be poor attendance |
• | Where a director serves on an excess number of boards, which may limit his / her capacity to focus on each board’s requirements. The following illustrates the maximum number of boards on which a director may serve, before he / she is considered to be over-committed: |
Public
Company CEO |
#
Outside Public Boards* |
Total
# of Public Boards | |||
Director A | x | 1 | 2 | ||
Director B | 3 | 4 |
* | In addition to the company under review |
• | The independent chair or lead independent director, members of the nominating / governance committee, and / or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and / or failure to promote adequate board succession planning |
• | The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received withhold votes from more than 30% of shares voted and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial withhold vote |
• | The independent chair or lead independent director and / or members of the nominating / governance committee, where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders’ fundamental rights or long-term economic interests |
• | The independent chair or lead independent director and members of the governance committee, where a board implements or renews a poison pill without shareholder approval |
• | The independent chair or lead independent director and members of the governance committee, where a board amends the charter / articles / bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights |
• | Members of the compensation committee where the company has repriced options without shareholder approval |
• | If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair that is not up for re-election, we will generally register our concern by withholding votes from all available members of the relevant committee |
• | The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company |
• | The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and / or assess candidates |
• | The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and / or sensitive details |
• | The consideration given to board diversity, including, but not limited to, gender, ethnicity, race, age, experience, geographic location, skills, and perspective in the nomination process |
Combined
Chair / CEO Model |
Separate
Chair Model | ||||
Chair / CEO | Lead Director | Chair | |||
Board Meetings | Authority to call full meetings of the board of directors | Attends
full meetings of the board of directors Authority to call meetings of independent directors Briefs CEO on issues arising from executive sessions |
Authority to call full meetings of the board of directors | ||
Agenda | Primary responsibility for shaping board agendas, consulting with the lead director | Collaborates with chair / CEO to set board agenda and board information | Primary responsibility for shaping board agendas, in conjunction with CEO | ||
Board Communications | Communicates with all directors on key issues and concerns outside of full board meetings | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning |
• | Appears to have a legitimate financing motive for requesting blank check authority |
• | Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes |
• | Has a history of using blank check preferred stock for financings |
• | Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility |
• | The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply |
• | There should be clear strategic, operational, and / or financial rationale for the combination |
• | Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and / or board members’ financial interests in a given transaction appear likely to affect their ability to place shareholders’ interests before their own |
• | We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions |
• | Whether we believe that the triggering event is in the best interest of shareholders |
• | Whether management attempted to maximize shareholder value in the triggering event |
• | The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment |
• | Whether excessively large excise tax gross-up payments are part of the pay-out |
• | Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers |
• | Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company |
• | The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance |
• | Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated |
• | There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems |
• | Publish disclosures in line with industry specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and |
• | Disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. |
• | The company has already taken sufficient steps to address the concern |
• | The company is in the process of actively implementing a response |
• | There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal |
iShares Trust
File Nos. 333-92935 and 811-09729
Part C
Other Information
Item 28. Exhibits:
PEA # 2,587
- 2 -
- 3 -
AllianceBernstein Global High Income Fund, Inc. | Franklin Fund Allocator Series | |||
AllianceBernstein National Municipal Income Fund, Inc. | Franklin Templeton ETF Trust | |||
AB Multi-Manager Alternative Fund | Franklin Templeton Variable Insurance Products Trust | |||
AB Bond Fund, Inc. | Legg Mason Partners Variable Equity Trust | |||
AB Cap Fund, Inc. | FundX Investment Trust | |||
AB Core Opportunities Fund, Inc. | The Glenmede Fund, Inc. | |||
AB Corporate Shares | GMO Trust | |||
AB Discovery Growth Fund, Inc. | GMO Benchmark-Free Fund | |||
AB Equity Income Fund, Inc. | GMO Emerging Domestic Opportunities Fund | |||
AB Fixed-Income Shares, Inc. | GMO Climate Change Fund | |||
AB Global Bond Fund, Inc. | GMO Tax-Managed International Equities Fund | |||
AB Global Real Estate Investment Fund, Inc. | GMO Strategic Opportunities Allocation Fund | |||
AB Global Risk Allocation Fund, Inc. | GPS Funds I | |||
AB High Income Fund, Inc. | GPS Funds II |
- 4 -
AB Institutional Funds, Inc. | Savos Investments Trust | |||
AB Large Cap Growth Fund, Inc. | Goldman Sachs Trust | |||
AB Municipal Income Fund, Inc. | Goldman Sachs Variable Insurance Trust | |||
AB Municipal Income Fund II | Goldman Sachs Trust II | |||
AB Relative Value Fund, Inc. | Goldman Sachs ETF Trust | |||
AB Sustainable Global Thematic Fund, Inc. | Goldman Sachs ETF Trust II | |||
AB Sustainable International Thematic Fund, Inc. | Goldman Sachs MLP and Energy Renaissance Fund | |||
AB Trust | Rydex Dynamic Funds | |||
AB Variable Products Series Fund, Inc. | Rydex Series Funds | |||
Sanford C. Bernstein Fund, Inc. | Rydex Variable Trust | |||
Sanford C. Bernstein Fund II, Inc. | Guggenheim Funds Trust | |||
Bernstein Fund, Inc. | Guggenheim Variable Funds Trust | |||
The AB Portfolios | Guggenheim Strategy Funds Trust | |||
Allspring Funds Trust | Transparent Value Trust | |||
Alpha Architect ETF Trust | Guggenheim Active Allocation Fund | |||
American Century Strategic Asset Allocations, Inc. | Guggenheim Energy & Income Fund | |||
AMG Funds | Guggenheim Strategic Opportunities Fund | |||
AMG Funds I | Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust | |||
AMG Funds II | Guggenheim Unit Investment Trusts (Guggenheim Defined Portfolios) | |||
AMG Funds III | Horizon Funds | |||
AMG Funds IV Series | INDEXIQ ETF TRUST | |||
ETF Series Solutions | Innealta Capital, LLC on behalf of Northern Lights Fund Trust II | |||
Aspiriant Trust | Invesco Growth Series | |||
Old Westbury Funds, Inc. | Invesco Investment Funds | |||
BlackRock Allocation Target Shares | Invesco Unit Trusts | |||
BlackRock Balanced Capital Fund, Inc. | JNL Series Trust | |||
BlackRock Funds II | James Advantage Funds | |||
BlackRock Funds III | Janus Henderson Clayton Street Trust | |||
BlackRock Variable Series Funds, Inc. | Janus Investment Fund | |||
BNY Mellon Absolute Insight Funds, Inc. | John Hancock Variable Insurance Trust | |||
Brighthouse Funds Trust I | John Hancock Funds II | |||
Calamos Investment Trust | JPMorgan Trust I | |||
Calamos Long/Short Equity & Dynamic Income Trust | JPMorgan Trust II | |||
Calvert Variable Products, Inc. | J.P. Morgan Fleming Mutual Fund Group, Inc. | |||
Calvert Social Investment Fund | JPMorgan Institutional Trust | |||
Cambria ETF Trust | JPMorgan Insurance Trust | |||
AdvisorOne Funds | ||||
Columbia Funds Series Trust |
- 5 -
Columbia Funds Series Trust I | J.P. Morgan Mutual Fund Investment Trust | |||
Columbia Funds Series Trust II | Undiscovered Managers Funds | |||
Columbia Funds Variable Series Trust II | J.P. Morgan Exchange-Traded Fund Trust | |||
Columbia Funds Variable Insurance Trust | JPMorgan Trust IV | |||
Direxion Shares ETF Trus | The Lazard Funds, Inc. | |||
Direxion Funds | Lincoln Variable Insurance Products Trust | |||
Eaton Vance Growth Trust | Litman Gregory Funds Trust | |||
Eaton Vance Mutual Funds Trust | Delaware Group Equity Funds IV | |||
EQ ADVISORS TRUST | Delaware Group Equity Funds V | |||
1290 FUNDS | Delaware Group Foundation Funds | |||
Exchange Listed Funds Trust | Delaware Pooled Trust | |||
ETF Series Solutions | Delaware VIP Trust | |||
E-Valuator Funds Trust | Ivy Variable Insurance Portfolio | |||
Fidelity Advisor Series | InvestEd Portfolios | |||
Fidelity Advisor Series VI | Ivy Funds | |||
Fidelity Advisor Series VII | Madison Funds | |||
Fidelity Beacon Street Trust | Ultra Series Fund | |||
Fidelity Capital Trust | Northern Lights Fund Trust II | |||
Fidelity Central Investment Portfolios LLC | MML Series Investment Fund II | |||
Fidelity Concord Street Trust | Morningstar Funds Trust | |||
Fidelity Congress Street Fund | Milliman Variable Insurance Trust | |||
Fidelity Contrafund | Nationwide Mutual Funds | |||
Fidelity Commonwealth Trust | Nationwide Variable Insurance Trust | |||
Fidelity Commonwealth Trust I | Natixis Funds Trust IV | |||
Fidelity Covington Trust | Natixis Funds Trust II | |||
Fidelity Destiny Portfolios | Neuberger Berman Alternative Funds | |||
Fidelity Devonshire Trust | Neuberger Berman Equity Funds | |||
Fidelity Exchange Fund | Neuberger Berman Income Funds | |||
Fidelity Financial Trust | Neuberger Berman Advisers Management Trust | |||
Fidelity Hanover Street Trust | Neuberger Berman ETF Trust | |||
Fidelity Hastings Street Trust | North Square Funds | |||
Fidelity Investment Trust | Northern Lights Fund Trust III | |||
Fidelity Magellan Fund | Northwestern Mutual Series Fund, Inc. | |||
Fidelity Mt. Vernon Street Trust | FlexShares Trust | |||
Fidelity Puritan Trust | Northern Funds | |||
Fidelity Securities Fund | MainStay Funds Trust | |||
Fidelity Select Portfolios | MainStay VP Funds Trust | |||
Fidelity Summer Street Trust | Ohio National Fund, Inc. |
- 6 -
Fidelity Trend Fund | Pax World Funds Series Trust I and Pax World Funds Series Trust III | |||
Variable Insurance Products Fund | PFM Multi-Manager Series Trust | |||
Variable Insurance Products Fund II | PIMCO Equity Series | |||
Variable Insurance Products Fund III | PIMCO Funds | |||
Variable Insurance Products Fund IV | PIMCO Variable Insurance Trust | |||
Fidelity Aberdeen Street Trust | Principal Variable Contracts Funds, Inc. | |||
Fidelity Advisor Series II | Principal Funds, Inc. | |||
Fidelity Advisor Series IV | ProFunds | |||
Fidelity Boylston Street Trust | ProShares Trust | |||
Fidelity California Municipal Trust | Prudential Investment Portfolios 3 | |||
Fidelity California Municipal Trust II | Prudential Investment Portfolios 16 | |||
Fidelity Central Investment Portfolios II LLC | Advanced Series Trust | |||
Fidelity Charles Street Trust | Salient MF Trust | |||
Fidelity Colchester Street Trust | Forward Funds | |||
Fidelity Court Street Trust | Salient Midstream & MLP Fund | |||
Fidelity Court Street Trust II | Schwab Capital Trust | |||
Fidelity Garrison Street Trust | Schwab Annuity Portfolios | |||
Fidelity Hereford Street Trust | Securian Funds Trust | |||
Fidelity Income Fund | SEI Institutional Managed Trust | |||
Fidelity Massachusetts Municipal Trust | SEI Institutional Investments Trust | |||
Fidelity Merrimack Street Trust | SEI Institutional International Trust | |||
Fidelity Money Market Trust | Adviser Managed Trust | |||
Fidelity Municipal Trust | SSGA Active Trust | |||
Fidelity Municipal Trust II | Sterling Capital Funds | |||
Fidelity Newbury Street Trust | SunAmerica Series Trust | |||
Fidelity New York Municipal Trust | Symmetry Panoramic Trust | |||
Fidelity New York Municipal Trust II | Thrivent Mutual Funds | |||
Fidelity Oxford Street Trust | Thrivent Series Fund, Inc. | |||
Fidelity Oxford Street Trust II | Thrivent Core Funds | |||
Fidelity Phillips Street Trust | Transamerica Funds | |||
Fidelity Revere Street Trust | Transamerica Series Trust | |||
Fidelity Salem Street Trust | Transamerica ETF Trust | |||
Fidelity School Street Trust | Northern Lights Fund Trust | |||
Fidelity Union Street Trust | Northern Lights Variable Trust | |||
Fidelity Union Street Trust II | VanEck ETF Trust | |||
Variable Insurance Products Fund V | Victory Portfolios | |||
Federated Hermes Fixed Income Securities, Inc. | Victory Portfolios II | |||
Federated Hermes MDT Series |
- 7 -
Federated Hermes Global Allocation Fund | Victory Variable Insurance Funds | |||
Federated Hermes Insurance Series | USAA Mutual Funds Trust | |||
Fidelity Rutland Square Trust II | Virtus Strategy Trust | |||
FT Series | Voya Balanced Portfolio, Inc. | |||
First Trust Exchange-Traded Fund | Voya Equity Trust | |||
First Trust Exchange-Traded Fund II | Voya Investors Trust | |||
First Trust Exchange-Traded Fund III | Voya Mutual Funds | |||
First Trust Exchange-Traded Fund IV | Voya Partners, Inc. | |||
First Trust Exchange-Traded Fund V | Voya Separate Portfolios Trust | |||
First Trust Exchange-Traded Fund VI | Voya Strategic Allocation Portfolios, Inc. | |||
First Trust Exchange-Traded Fund VII | The Arbitrage Funds | |||
First Trust Exchange-Traded Fund VIII | AltShares Trust | |||
First Trust Series Fund | Absolute Shares Trust | |||
First Trust Variable Insurance Trust | WesMark Funds | |||
William Blair Funds | ||||
Wilmington Funds |
- 8 -
Item 29. Persons Controlled By or Under Common Control with Registrant:
None.
Item 30. Indemnification:
The Trust (also referred to in this section as the Fund) is organized as a Delaware statutory trust and is operated pursuant to an Amended and Restated Agreement and Declaration of Trust (the Declaration of Trust) that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended (the 1940 Act).
Section 10.2 of the Declaration of Trust:
The Declaration of Trust provides that every person who is, or has been, a trustee or officer of the Trust (a Covered Person) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid in connection with any claim, action, suit, proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer and against amounts paid as incurred in the settlement thereof. However, no indemnification shall be provided to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the proceeding was brought (a) to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or (b) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office: (a) by the court or other body approving the settlement; (b) by at least a majority of those trustees who neither are interested persons (as defined in the 1940 Act) of the Trust nor are parties to the matter based upon a review of readily-available facts (as opposed to a full trial-type inquiry); or (c) by written opinion of independent legal counsel based upon a review of readily-available facts (as opposed to a full trial-type inquiry); provided, however, that any shareholder, by appropriate legal proceedings, may challenge any such determination by the trustees or by independent counsel.
Article IX of the Registrants Amended and Restated By-Laws:
The Amended and Restated By-Laws provides that the Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the trustees would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
- 9 -
1933 Act:
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Section 17 of the Master Services Agreement between Registrant and State Street:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (Losses) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the State Street Infringement Items), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Funds combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Funds use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, workers compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Streets failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and their respective officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by the tortious or criminal conduct of the other Party.
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Section 21 of the Master Services Agreement between Registrant and Citibank, N.A.:
The Master Services Agreement provides that, subject to Article 21 and Article 22 of the Master Services Agreement, Citibank, N.A. will indemnify, defend and hold harmless BFA and the Funds and their respective Affiliates, and their and their Affiliates 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) material breach by Citibank, N.A. (in its capacity as Citibank, N.A., Foreign Custody Manager or any other capacity under this Agreement), any Citibank, N.A. Personnel or any Subcontractor of any of its obligations hereunder (including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard of Care; (b) other than as provided in Section 3.7(b) any action or omission to act by (i) a Sub-Custodian that is an Affiliate of Citibank, N.A. or (ii) a Sub-Custodian that is not an Affiliate of Citibank, N.A. and was selected, retained, monitored or used by Citibank, N.A. with the failure to exercise the required Standard of Care; (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Citibank, N.A. (including by any of its Affiliates or Subcontractors), including any Citibank, N.A. Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Citibank, N.A. Personnel or based upon the performance of the Services (collectively, the Citibank, N.A. 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 Citibank, N.A. Infringement Items; (ii) changes to the Citibank, N.A. Infringement Items recommended by Citibank, N.A. and not made due to a request from any Fund, provided that Citibank, N.A. 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 Citibank, N.A. Infringement Items with products or services not provided or approved in writing by Citibank, N.A., except to the extent such combination arises out of any Funds use of the Citibank, N.A. 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 that Citibank, N.A., at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Fund of any of the Citibank, N.A. Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement; (d) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Citibank, N.A. Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, workers compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Citibank, N.A.; (iii) any claim relating to any violation by Citibank, N.A., its Affiliates, or their 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 employee of Citibank, N.A.; (e) the failure by Citibank, N.A. to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Citibank, N.A. Laws; (f) such other failures as otherwise agreed by the Parties from time to time; (g) claims by any Governmental Authority against a Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Citibank, N.A.s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (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); (h) claims by clients of Citibank, N.A. relating to services, products or systems provided by Citibank, N.A. or a Subcontractor to such client(s) in a shared or leveraged environment; (i) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Citibank, N.A. Personnel (whether located in the United States or elsewhere); (j) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Citibank, N.A. or Citibank, N.A. Personnel with respect to the performance of the Services; (k) any claim initiated by an Affiliate or potential or actual Subcontractor of Citibank, N.A. asserting rights in connection herewith; or (l) other claims as otherwise agreed by the Parties from time to time.
Each Party will indemnify, defend and hold harmless the other Party and its respective officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by the tortious or criminal conduct of the other Party.
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Section 8.02 of the Distribution Agreement between Registrant and BRIL:
The Distribution Agreement provides that the Trust agrees to indemnify, defend and hold harmless, BRIL, each of its directors, officers, principals, representatives, employees and each person, if any, who controls BRIL within the meaning of Section 15 of the 1933 Act (collectively, the BRIL Indemnified Parties) on an as-incurred basis from and against any and all losses, claims, damages or liabilities whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, Losses) to which the BRIL Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRILs own willful misfeasance, willful misconduct or gross negligence or BRILs reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRILs material breach of this Agreement.
The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the Trust Indemnified Parties) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Trusts own willful misfeasance, willful misconduct or gross negligence or the Trusts reckless disregard of its obligations under the Distribution Agreement or (B) the Trusts material breach of the Distribution Agreement.
The Authorized Participant Agreement:
The Authorized Participant Agreement provides that the Authorized Participant (the Participant) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1 of the Fifth Amended and Restated Securities Lending Agency Agreement:
The Fifth Amended and Restated Securities Lending Agency Agreement provides that the Trust on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTCs operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTCs negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.
The Fifth Amended and Restated Securities Lending Agency Agreement also provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (Loss) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTCs indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
- 12 -
The Participation Agreement:
The Form of Participation Agreement generally provides that each Investing Fund agrees to hold harmless and indemnify the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (Claims) asserted against the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by such Investing Fund of any provision of this Agreement or (ii) a violation or alleged violation by such Investing Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.
The iShares Funds agree to hold harmless and indemnify an Investing Fund, including any of its directors or trustees, officers, employees and agents, against and from any Claims asserted against the Investing Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by the iShares Fund of any provision of this Agreement or (ii) a violation or alleged violation by the iShares Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no iShares Fund shall be liable for indemnifying any Investing Fund for any Claims resulting from violations that occur as a result of incomplete or inaccurate information provided by the Investing Fund to such iShares Fund pursuant to terms and conditions of the iShares Order or this Agreement.
Sublicense Agreements between the Registrant and BFA:
The Sublicense Agreements generally provide that the Trust shall indemnify and hold harmless BFA, its officers, employees, agents, successors, and assigns against all judgments, damages, costs or losses of any kind (including reasonable attorneys and experts fees) resulting from any claim, action or proceeding (collectively claims) that arises out of or relates to (a) the creation, marketing, advertising, selling, and operation of the Trust or interests therein, (b) any breach by BFA of its covenants, representations, and warranties under the License Agreement caused by the actions or inactions of the Trust, or (c) any violation of applicable laws (including, but not limited to, banking, commodities, and securities laws) arising out of the offer, sale, operation, or trading of the Trust or interests therein, except to the extent such claims result from the negligence, gross negligence or willful misconduct of BFA or an affiliate of BFA. The provisions of this section shall survive termination of this Sublicense Agreement.
Item 31. Business and Other Connections of the Investment Adviser:
The Trust is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFAs business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.
Director or Officer | Capacity with BFA | Principal Business(es) During Last Two Fiscal Years | ||
FINK, LAURENCE DOUGLAS | CHIEF EXECUTIVE OFFICER | Chairman and Chief Executive Officer of BlackRock, Inc. | ||
GOLDSTEIN, ROBERT LAWRENCE | CHIEF OPERATING OFFICER AND DIRECTOR | Senior Managing Director and Chief Operating Officer of BlackRock, Inc. | ||
KAPITO, ROBERT STEVEN | PRESIDENT | President and Director of BlackRock, Inc. | ||
MEADE, CHRISTOPHER JOSEPH | GENERAL COUNSEL AND CHIEF LEGAL OFFICER | Senior Managing Director and Chief Legal Officer of BlackRock, Inc. |
- 13 -
PARK, CHARLES CHOON SIK | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRocks registered investment companies | ||
SHEDLIN, GARY STEPHEN | CHIEF FINANCIAL OFFICER AND DIRECTOR | Senior Managing Director and Chief Financial Officer of BlackRock Inc. | ||
WALTCHER, DANIEL RUSSELL | DIRECTOR | Managing Director and Deputy General Counsel of BlackRock, Inc. |
BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
Director or Officer | Capacity with BIL | Principal Business(es) During Last Two Fiscal Years | ||
CHARRINGTON, NICHOLAS JAMES | DIRECTOR | Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the Joint Boards) | ||
CLAUSEN, CHRISTIAN | DIRECTOR | Senior Advisor of BlackRock, Inc. | ||
DE FREITAS, ELEANOR JUDITH | DIRECTOR | Managing Director of BlackRock, Inc. | ||
FISHWICK, JAMES EDWARD | DIRECTOR | Managing Director of BlackRock, Inc. | ||
ARCHIBALD, ARTHUR, BENJAMIN | GENERAL COUNSEL | Managing Director of BlackRock, Inc. | ||
LORD, RACHEL | CHIEF EXECUTIVE OFFICER AND DIRECTOR | Senior Managing Director of BlackRock, Inc. | ||
GIBSON, NICHOLAS, JOHN | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. | ||
MULLIN, STACEY JANE | CHIEF OPERATING OFFICER AND DIRECTOR | Managing Director of BlackRock, Inc. | ||
MCDONALD, COLIN, ALISTAIR | CHIEF FINANCIAL OFFICER | Managing Director of BlackRock, Inc., Director of BlackRock Inc. | ||
YOUNG, MARGARET ANNE | DIRECTOR | Non-Executive Director of the Joint Boards |
Item 32. Principal Underwriters:
(a) | Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. |
BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:
- 14 -
BlackRock Advantage Global Fund, Inc. | BlackRock Liquidity Funds | |
BlackRock Advantage SMID Cap Fund, Inc. | BlackRock Mid-Cap Value Series, Inc. | |
BlackRock Allocation Target Shares | BlackRock Multi-State Municipal Series Trust | |
BlackRock Bond Fund, Inc. | BlackRock Municipal Bond Fund, Inc. | |
BlackRock California Municipal Series Trust | BlackRock Municipal Series Trust | |
BlackRock Capital Appreciation Fund, Inc. | BlackRock Natural Resources Trust | |
BlackRock Emerging Markets Fund, Inc. | BlackRock Series Fund, Inc. | |
BlackRock Equity Dividend Fund | BlackRock Series Fund II, Inc. | |
BlackRock ETF Trust | BlackRock Series, Inc. | |
BlackRock ETF Trust II | BlackRock Strategic Global Bond Fund, Inc. | |
BlackRock EuroFund | BlackRock Sustainable Balanced Fund, Inc. | |
BlackRock Financial Institutions Series Trust | BlackRock Unconstrained Equity Fund | |
BlackRock FundsSM | BlackRock Variable Series Funds, Inc. | |
BlackRock Funds II | BlackRock Variable Series Funds II, Inc. | |
BlackRock Funds III | iShares, Inc. | |
BlackRock Funds IV | iShares U.S. ETF Trust | |
BlackRock Funds V | Managed Account Series | |
BlackRock Funds VI | Managed Account Series II | |
BlackRock Funds VII, Inc. | Master Bond LLC | |
BlackRock Global Allocation Fund, Inc. | Master Investment Portfolio | |
BlackRock Index Funds, Inc. | Master Investment Portfolio II | |
BlackRock Large Cap Focus Growth Fund, Inc. | Master Large Cap Series LLC | |
BlackRock Large Cap Focus Value Fund, Inc. | Quantitative Master Series LLC | |
BlackRock Large Cap Series Funds, Inc. |
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:
BlackRock Core Bond Trust | ||
BlackRock Corporate High Yield Fund, Inc. | ||
BlackRock Credit Strategies Fund | ||
BlackRock Health Sciences Trust | ||
BlackRock Hedge Fund Guided Portfolio Solution | ||
BlackRock Income Trust, Inc. | ||
BlackRock Investment Quality Municipal Trust, Inc. | ||
BlackRock Limited Duration Income Trust | ||
BlackRock Multi-Sector Income Trust | ||
BlackRock MuniAssets Fund, Inc. | ||
BlackRock Municpal Income Trust | ||
BlackRock Municipal Income Trust II | ||
BlackRock Private Investments Fund | ||
BlackRock Science and Technology Trust | ||
BlackRock Taxable Municipal Bond Trust | ||
BlackRock Utilities, Infrastructure & Power Opportunities Trust |
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRocks open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.
(b) | Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52nd Street, New York, NY 10055. |
- 15 -
Name |
Position(s) and Office(s) |
Position(s) and Office(s) | ||
Abigail Reynolds | Chairman and Member, Board of Managers, and Chief Executive Officer | None | ||
Christopher Meade | Chief Legal Officer, General Counsel and Senior Managing Director | None | ||
Lauren Bradley | Chief Financial Officer and Vice President | None | ||
Gregory Rosta | Chief Compliance Officer and Director | None | ||
Jon Maro | Chief Operating Officer and Director | None | ||
Andrew Dickson | Secretary and Managing Director | None | ||
Terri Slane | Assistant Secretary and Director | None | ||
Anne Ackerley | Member, Board of Managers, and Managing Director | None | ||
Michael Bishopp | Managing Director | None | ||
Samara Cohen | Managing Director | None | ||
Jonathan Diorio | Managing Director | None | ||
Lisa Hill | Managing Director | None | ||
Brendan Kyne | Managing Director | None | ||
Martin Small | Member, Board of Managers, and Managing Director | None | ||
Jonathan Steel | Managing Director | None | ||
Ariana Brown | Director | None | ||
Chris Nugent | Director | None | ||
Lourdes Sanchez | Vice President | None | ||
Lisa Belle | Anti-Money Laundering Officer | Anti-Money Laundering Compliance Officer | ||
Zach Buchwald | Member, Board of Managers | None | ||
Gerald Pucci | Member, Board of Managers | None | ||
Philip Vasan | Member, Board of Managers | None |
(c) | Not applicable. |
Item 33. Location of Accounts and Records:
(a) | The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules thereunder (collectively, the Records) at the offices of BlackRock, 60 State Street, Boston, MA 02109. |
(b) | BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA 94105. |
(c) | BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540. |
(d) | State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, North Quincy, MA 02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Lincoln Street, Mail Stop SFC0805, Boston, MA 02111. |
(e) | BlackRock International Limited maintains all Records relating to its functions as current or former sub-adviser at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. |
Item 34. Management Services:
Not applicable.
Item 35. Undertakings:
Not applicable.
- 16 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2,587 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 29th day of September, 2022.
iSHARES TRUST | ||||
By: |
| |||
Armando Senra* | ||||
President | ||||
Date: | September 29, 2022 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,587 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
By: |
| |||
Salim Ramji* | ||||
Trustee | ||||
Date: | September 29, 2022 | |||
| ||||
John E. Martinez* | ||||
Trustee | ||||
Date: |
September 29, 2022 | |||
| ||||
Cecilia H. Herbert* | ||||
Trustee | ||||
Date: |
September 29, 2022 | |||
| ||||
John E. Kerrigan* | ||||
Trustee | ||||
Date: |
September 29, 2022 | |||
| ||||
Robert S. Kapito* | ||||
Trustee | ||||
Date: |
September 29, 2022 |
- 17 -
| ||
Madhav V. Rajan* | ||
Trustee | ||
Date: | September 29, 2022 | |
| ||
Jane D. Carlin* | ||
Trustee | ||
Date: | September 29, 2022 | |
| ||
Drew E. Lawton* | ||
Trustee | ||
Date: | September 29, 2022 | |
| ||
Richard L. Fagnani* | ||
Trustee | ||
Date: | September 29, 2022 |
/s/ Trent W. Walker | ||
Trent W. Walker* | ||
Treasurer and Chief Financial Officer | ||
Date: | September 29, 2022 |
/s/ Trent W. Walker | ||
* | By: Trent W. Walker | |
Attorney-in-fact | ||
Date: |
September 29, 2022 |
* |
- 18 -
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