UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx ☒ Filed by a Party other than the Registrant¨ ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
☒ | Definitive Proxy Statement | |||||
☐ | Definitive Additional Materials | |||||
☐ | Soliciting Material Pursuant to | |||||
iShares, Inc.
iShares Trust
iShares U.S. ETF Trust
iShares, Inc.
iShares Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if otherOther than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i) | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (4) | Date Filed: |
iShares, Inc.
iShares Trust
iShares U.S. ETF Trust
400 Howard Street
San Francisco, CA 94105
September 4, 2009May 10, 2017
Dear Shareholder:
Two separateA joint special meetings (each, a “Meeting,” and together, the “Meetings”meeting (the “Meeting”) of the shareholders of each series of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company,” and each series, a “Fund,” and collectively, the “Funds”)* will be held at the offices of Barclays GlobalBlackRock Fund Advisors (the “Adviser”), 400 Howard Street, San Francisco, CA 94105, on November 4, 2009,June 19, 2017, at 11:00 a.m. (Pacific time) to consider and vote on the proposals listed in the enclosed joint proxy statement for each Meeting. The first Meeting for the Funds will be held at 9:00 a.m. (Pacific time) and the second Meeting for the Funds will be held at 9:30 a.m. (Pacific time).
As discussed in more detail in the enclosed joint proxy statement, on June 16, 2009, Barclays Bank PLC (“Barclays”) entered into an agreement (the “Transaction Agreement”) to sell its interest in the Barclays Global Investors asset management business (the “BGI business”), which includes Barclays Global Investors, N.A. (“BGI”) and BGI’s business of advising, sponsoring and distributing exchange-traded funds (the “iShares Business”), to BlackRock, Inc. (“BlackRock”), one of the world’s largest publicly traded investment management firms. BGI operates the iShares Business through several subsidiary companies, including Barclays Global Fund Advisors (the “Adviser”), each Fund’s investment adviser. Assuming the receipt of the requisite regulatory approvals and the satisfaction of other conditions to closing, the subsidiaries of Barclays operating the BGI business, including the subsidiaries operating the iShares Business, including the Adviser, will be sold to BlackRock (the “Transaction”) for cash and BlackRock stock, as described in more detail in the enclosed joint proxy statement. The Transaction is expectedFunds are listed inAppendix B to closethe enclosed joint proxy statement.
You have received this letter because you were a shareholder of record of at the end of 2009.
least one Fund on May 2, 2017 (the “Record Date”). The Transaction, when consummated, will cause the Funds’ current investment advisory agreements with the Adviser to terminate. In order for the management of each Fund to continue uninterrupted after the consummationpurpose of the Transaction, we are asking the shareholders of each Fund at the first Meeting is to approve a new investment advisory agreement to be entered into with the Adviser (each, a “New Advisory Agreement”). Each Fund’s advisory fee rate for services under its New Advisory Agreement will be identical to the fee rate currently payable under its current investment advisory agreement. It is expected that substantially allseek shareholder approval of the current employees of the Adviser will remain employees of the Adviser and will continue to provide services to your Funds following the Transaction. The Board of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable, have unanimously approved the New Advisory Agreement in respect of each Fund subject to shareholder approval.
In addition, at the first Meeting, shareholders of certain Funds are being asked to approve a changefive nominees named in the classification of their Fund’s investment objective from a fundamental investment policyenclosed joint proxy statement (the “Board Nominees”) to a non-fundamental investment policy. This is not expected to have any impact on the way the Funds operate.
At the second Meeting, shareholders of the Funds are being asked to elect the Board of Directors or Trustees (each, a “Board,” the members of iShares, Inc. orwhich are referred to as “Board Members”) of each Company.
Each Board has unanimously approved the five Board Nominees on behalf of each of the Funds that the Board oversees, subject to approval by the applicable Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of Trustees of iShares Trust,the Board Nominees and believe that they possess the requisite experience in overseeing investment companies, and that their election would be in your best interests as applicable.a shareholder.
TheEach Board of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable, unanimously recommends that you vote, FORor submit voting instructions, “FOR” the election of each of these proposals at the respective Meetings.
Each enclosed proxy is being solicited on behalf of the Board Nominees. In connection with your vote, we urge you to read the full text of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable.the enclosed joint proxy statement.
Your vote is important. You are cordially invited to attend each Meeting for any Fund in which you own shares.Shareholders of record who do not expect tocan vote on the Internet, by telephone, by mail or in person at the Meetings are requestedMeeting. Please take a few moments to vote your shares, whether or not you plan to attend the Meeting in person. Broadridge Financial Solutions, Inc. (“Broadridge”), a professional proxy solicitation firm, has been retained to assist the Funds in obtaining shareholder votes.
Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. Photographic identification will be required for admission to the Meeting.
complete, date and signEven if you plan to attend the forms of proxy, if received by mail, and return themMeeting in person, please promptly infollow the envelope provided for this purpose. You have been provided with the opportunity on your proxy cards or voting instruction formsenclosed instructions to providesubmit voting instructions via automatedthe Internet, by telephone, or the Internet,by signing and otherwise authorize the persons named as proxy holdersdating each voting instruction form you receive and returning it in the enclosed proxies to act on your behalf ataccompanying postage-paid return envelope.
Please take the Meetings; please take advantage of these prompt and efficient voting options. You may also vote by live operator. By calling the live operator, you will be abletime to vote on all proposals for all Funds that you own simultaneously. If you own sharesas outlined above and participate in more than one Fund, calling the live operator may be the fastest way to vote.governance of your Fund(s).
If you have any questions regardingabout the enclosed proxy material or need assistanceproposals to be voted on, please call Broadridge, the firm assisting us in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc.,the solicitation of proxies, at 1-866-450-8471.1-877-777-8588.
Sincerely,
Lee T. Kranefuss
ChairmanPresident of the Boards of Directors/TrusteesFunds
55 East 52nd Street, New York, NY 10055
Important Information to Help You Understand and Vote on the Proposals at the MeetingsIMPORTANT INFORMATION FOR FUND SHAREHOLDERS
While we strongly encourage you to read the full text of the enclosed joint proxy statement, for your convenience, we are also providing you withhave provided a brief overview of the proposals on which shareholders are requestedmatters to vote. Your vote is important.be voted on.
Questions and Answers
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In addition, the Investment Company Act of 1940, as amended (the “1940 Act”), requires that persons filling vacancies on a board be elected by shareholders at a meeting called for that purpose unless at least two-thirds of the directors/trustees then holding office have been elected by shareholders. The 1940 Act also requires a fund to hold a meeting for the purpose of electing directors/trustees if at any time less than a majority of the directors/trustees were elected by shareholders of the fund. Because three of the eight current Board Members of iShares, Inc. and iShares Trust were appointed by the then-existing Board Members and not elected by shareholders, iShares, Inc. and iShares Trust are currently prohibited by the 1940 Act from appointing new Board Members without shareholder approval. Although iShares U.S. ETF Trust is not similarly required to hold a shareholder meeting to elect Board Members at this time, it is being included in this joint proxy statement to facilitate consistency in the status of Board Members (as elected or appointed) and the composition of the Boards across the three Companies. The election of the Board Nominees to the Boards by shareholders would provide the Boards with more flexibility when a future vacancy exists on the Boards as a result of Director/Trustee resignation or otherwise.
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| Q: | Are the Funds paying for the costs of the joint proxy statement? |
| A: | Except as otherwise noted below, the costs associated with the joint proxy statement, including the printing, distribution and proxy solicitation costs, will be borne by the Funds, and additional out-of-pocket costs, such as legal expenses, incurred in connection with the preparation of the joint proxy statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of their respective net assets, except when direct costs can reasonably be attributed to one or more specific Funds. Pursuant to a contractual or voluntary expense limitation, the Adviser will bear some or all of the costs associated with the joint proxy statement for certain Funds to the extent the total operating expenses of such Funds, after taking into account the proxy costs allocated to such Funds, exceed the contractual or voluntary expense limitation for such Funds. |
The Funds have retained Broadridge, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Broadridge will be paid approximately $2.21 million for solicitation services (including reimbursements of out-of-pocket expenses), which includes approximately $2.20 million for the costs of printing and distributing proxy materials.
| Q: | Whom do I call |
| A: | If you need more information, or have any questions |
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTEPlease votenow. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to record your voting instructions by telephone or via the Internet, or to indicate your voting instructions on the enclosed voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided. If you submit a properly executed voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” EACH OF THESE PROPOSALS.the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.
It is important that you vote promptly.
ii
iSHARES, INC.
iSHARES TRUST
iSHARES U.S. ETF TRUST
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 4, 2009JUNE 19, 2017
NOTICE IS HEREBY GIVEN that a firstA joint special meeting (the “Meeting”) of the shareholders of each series (each, a “Fund”) of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company”) will be held at the offices of Barclays GlobalBlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009,June 19, 2017, at 9:11:00 a.m. (Pacific time) for, to consider and vote on the following purposes:
Proposal 1. For each Fund: To approve a new investment advisory agreement between each Company, on behalf of each of its Funds, and Barclays Global Fund Advisors (the “Adviser”).
Proposal 2.Forproposals, as more fully described in the following Funds only:accompanying joint proxy statement:
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To approve a changeThe purpose of the Meeting is to seek shareholder approval of the five nominees named in the classificationaccompanying joint proxy statement (the “Board Nominees”) to the Board of Directors or Trustees of each Company (each, a “Board”). Each Board has unanimously approved the five Board Nominees on behalf of each Fund overseen by such Board, subject to approval by the shareholders of the Fund’sFunds. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees each possess the requisite experience in overseeing investment objective fromcompanies and that their election would be in your best interests as a fundamental investment policy to a non-fundamental investment policy.
Proposal 3. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.shareholder.
Each Company’s Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of Directors/Trustees has fixedeach Board Nominee.
Shareholders of record of a Fund as of the close of business on August 25, 2009 as the record date for the determination of shareholdersMay 2, 2017 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments, postponements or any adjournment or postponementdelays thereof.
The enclosed proxy is being solicited on behalfIf you owned shares in more than one Fund as of the Board of Directors/Trustees ofRecord Date, you may receive more than one voting instruction form. Please be certain to vote by telephone or via the Internet with respect to each Company. You are cordially invited to attend the Meeting for any Fund in which you own shares.Shareholders are requested to complete,a shareholder of record or sign, date and sign the enclosedreturn each voting instruction form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Funds encourage shareholders to take advantage of these prompt and efficient voting options.receive from us.
If you have any questions regardingabout the enclosed proxy material or need assistance in voting your shares,proposals to be voted on, please contact our proxy solicitor,call Broadridge Financial Solutions, Inc., the firm assisting us in the solicitation of proxies, toll-free at 1-866-450-8471.1-877-777-8588.
By Order of the Boards,
Martin Small
President of the Funds
55 East 52nd Street, New York, NY 10055
Dated: May 10, 2017
iShares, Inc.
iShares Trust
iShares U.S. ETF Trust
400 Howard Street
San Francisco, CA 94105
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 2017
This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each series listed inAppendix B to this Proxy Statement (each, a “Fund” and, collectively, the “Funds”) of iShares, Inc., iShares Trust and iShares U.S. ETF Trust (each, a “Company” and together, the “Companies”). The proxies will be voted at the joint special meeting of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will be held at the offices of BlackRock Fund Advisors (the “Adviser”), 400 Howard Street, San Francisco, CA 94105, on June 19, 2017, at 11:00 a.m. (Pacific time). The Meeting will be held for the purpose of electing five nominees to the Board of each Company (the “Board Nominees”).
The Board of each Company has determined that the use of a joint proxy statement for such Company’s Meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about May 18, 2017, or an Important Notice Regarding the Availability of Proxy Materials for the SpecialJoint Shareholder Meeting of Shareholders to Be Held on November 4, 2009: This Notice of Special Meeting of Shareholders, the Joint Proxy Statement and the form of proxy cards are available on the Internet at www.proxyvote.com. On this
website, you will be able to access the Notice of Special Meeting of Shareholders, the Joint Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
By Order of the Boards of Directors/Trustees.
Eilleen M. Clavere
Secretary
iShares, Inc.
iShares Trust
San Francisco, California
Dated: September 4, 2009
iSHARES, INC. iSHARES TRUST
NOTICE OF ADDITIONAL SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 4, 2009
NOTICE IS HEREBY GIVEN that a second and separate special meetingheld on June 19, 2017 (the “Meeting”“Notice”) of shareholders of each series (each, a “Fund”) of iShares, Inc. and iShares Trust (each, a “Company”) will be held at the offices of Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, at 9:30 a.m. (Pacific time) for the following purposes:
Proposal 1. For each Company: To elect a Board of Directors/Trustees of the Company.
Proposal 2. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Each Company’s Board of Directors/Trustees has fixed the close of business on August 25, 2009 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.
The enclosed proxy, which is being solicited on behalf of the Board of Directors/Trustees of each Company. You are cordially invited to attend the Meeting for any Fund in which you own shares.Shareholders are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Funds encourage shareholders to take advantage of these prompt and efficient voting options.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-866-450-8471.
Important Notice Regarding the Availability of Proxy Materials for the Additional Special Meeting of Shareholders to Be Held on November 4, 2009:This Notice of Special Meeting of Shareholders, the Joint Proxy Statement and the form of proxy cards are available on the Internet at www.proxyvote.com. On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Joint Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are requiredexpected to be furnished to shareholders.mailed on or about May 10, 2017.
By Order of the Boards of Directors/Trustees.
Eilleen M. Clavere
Secretary
iShares, Inc.
iShares Trust
San Francisco, California
Dated: September 4, 2009
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iShares, Inc.
iShares Trust
400 Howard Street
San Francisco, CA 94105
SPECIAL MEETINGS OF SHAREHOLDERS
November 4, 2009
Introduction
This joint proxy statement (the “Joint Proxy Statement”) is being furnished in connection with the solicitation of proxies from the shareholders of each series (each, a “Fund” and collectively, the “Funds”) of iShares, Inc. and iShares Trust (each, a “Company” and together, the “Companies”) by the Board of Directors/Trustees of the Companies (together, the “Board,” with the members of each Board referred to herein as “Directors/Trustees”) to be voted at two separate special meetings of the shareholders of each Fund (each, a “Meeting” and together, the “Meetings”). The names of the individual Funds covered by this Joint Proxy Statement are listed inAppendix Ahereto. iShares, Inc. is a corporation organized under the laws of the State of Maryland. Each of iShares Trust and iShares U.S. ETF Trust is a statutory trust organized under the laws of the State of Delaware. Each Company is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Meetings are scheduled to be held at the offices
Shareholders of Barclays Globalrecord of a Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, to vote on the proposals described in this Joint Proxy Statement. The first Meeting will be held at 9:00 a.m. (Pacific time) and the second Meeting will be held at 9:30 a.m. (Pacific time). The Board has determined that the useas of this Joint Proxy Statement for the Meetings is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund at the Meetings. The approximate mailing date of this Joint Proxy Statement is September 8, 2009.
The Board has fixed the close of business on August 25, 2009 as the record dateMay 2, 2017 (the “Record Date”) for the determination of shareholdersare entitled to notice of and to vote at eachthe Meeting and at any adjournmentand all adjournments, postponements or postponementdelays thereof. Shareholders of the Funds on the Record Date will beare entitled to one vote for each share of a particular Fund held,the voting rights set forth onAppendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposal 1 for each Fund are also set forth inAppendix A.
The number of outstanding shares of each Fund outstandingas of the close of business on the Record Date andare shown inAppendix B. To the net assetsknowledge of each Fund, as of the Record Date, are shown inAppendix A. Persons who, tono person was the best knowledgebeneficial owner of each Fund, beneficially or of record own more than five percent of a Fund’sclass of the outstanding shares of a Fund, except as of June 30, 2009 are listedset forth inAppendix NIunder “Share Ownership of Certain Beneficial Owners.”
With respect to the Funds that are series of iShares, Inc., no business other than Proposal 1 and Proposal 2 may properly be presented for consideration at the first Meeting, and no business other than Proposal 1 may be properly presented for consideration at the second Meeting. If any procedural matter relating to the Proposals at the Meetings is properly presented at the respective Meeting, it is the intention of the persons named in the enclosed forms of proxy to vote in accordance with their discretion..
The Fund ofin which you are a shareholderowned shares on the Record Date is named on each proxy card you receive.the voting instruction form or Notice. If you ownowned shares in more than one Fund as ofon the Record Date, you may receive more than one proxy card for each Meeting.voting instruction form. Even if you plan to attend the Meetings,Meeting in person, please sign, date and return EACH proxy cardvoting instruction form that you receive or, if you provide voting instructions by telephone or overvia the Internet, please vote on the proposals affecting EACH Fund you own. If you authorize your proxiesvote by telephone or overvia the Internet, you will be asked to enter a unique code that has been assigned to you, for EACH Fund you own, which is printed on your proxy cards.voting instruction form(s) or Notice, as applicable. This code is designed to confirm your identity, provide access into the voting siteswebsite and confirm that your voting instructions are properly recorded.
By calling the live operator, you will be able to vote on all proposals for all Funds that you own simultaneously. If you own shares in more than one Fund, calling the live operator may be the fastest way to vote.
All properly executed proxies received prior to a Fund’s Meetingsthe Meeting will be voted at the appropriate Meeting.Meeting and any and all adjournments, postponements or delays thereof. On the mattersany matter coming before eachthe Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If you are the record owner of your Fund shares and your proxya voting instruction form is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted at“FOR” the first Meeting as follows: (i) FOR the approval of the new investment advisory agreement for each Fund in which you own shares and (ii) if applicable, FOR the change in the classification of your Fund’s investment objective from a fundamental investment policy to a non-fundamental investment policy. If you are the record owner of your Fund shares and your proxy is properly executed and returned and no choice is specified, the shares will be voted at the second Meeting FOR the election of the Director/Trustee nominees listed in this Joint Proxy Statement.proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposals at any time before they are voteda vote is taken on such proposal(s) by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Funds at the principal executive offices of the Funds at 400 Howard Street, San Francisco, CA 94105, by delivering a duly executed proxy bearing a later date, or by attending the MeetingsMeeting and voting in person.person by ballot, in all cases prior to the exercise of the authority granted in the voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If youryou hold shares are held by yourthrough a bank, broker or dealer, you must provideother intermediary, please consult your bank, broker or intermediary regarding your ability to revoke voting instructions toafter such broker or dealer in order to vote your shares.instructions have been provided.
Photographic identification will be required for admission to the Meetings.Meeting. If you hold your shares through a bank, broker or other intermediary, and you wish to attend the Meeting and vote your shares, you must request a “legal proxy” from the bank, broker or other intermediary.
EachCopies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. atwww.iShares.com. In addition, each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at iShares c/o SEIdistributor for the Companies, BlackRock Investments, Distribution Co.LLC (the “Distributor”), One Freedom Valley1 University Square Drive, Oaks, PA 19456, or via email at iSharesETFs@barclaysglobal.com,Princeton, NJ 08540, or by calling toll free at 1-800-474-2737.1-800-iShares (1-800-474-2737). Copies are also available on www.ishares.com. Copies of the annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s Internet sitewebsite at www.sec.gov.www.sec.gov.
Please note that only one annual or semi-annual report, or Jointthis Proxy Statement or Notice, may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report, or this Joint Proxy Statement or Notice, or for instructions on how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
SUMMARY OF PROPOSAL AND FUNDS VOTING
The proposal described in this Proxy Statement is to elect Board Members, and the shareholders of each Fund of each Company as of the Record Date are entitled to vote on the proposal.
PLEASE VOTENOW. YOUR VOTE IS IMPORTANTIMPORTANT.
To avoid the wasteful and unnecessary expense and delay of further solicitation we urge you to indicate voting instructions on each enclosed proxy card, and if received by mail, date and sign each proxy card and return it promptly in the envelope provided, no matter how large or small your holdings may be.be, we urge you to record your voting instructions by telephone or via the Internet, or to indicate your voting instructions on the enclosed voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided. If you submit a properly executed proxyvoting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted in accordance with“FOR” the recommendationselection of the Board.Board Nominees. If your shares of a Fund are held in the name of yourthrough a broker, or dealer (i.e., in “street name”), you must provide voting instructions to your broker or dealer about how to vote your shares in order to instructfor your broker or dealer to vote your shares on any proposal.as you instruct at the Meeting.
SUMMARYIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROPOSALS AND FUNDS AFFECTEDPROXY MATERIALS FOR THE JOINT SHAREHOLDER MEETING TO BE HELD ON JUNE 19, 2017
The following chart specifies the Funds whose shareholders will be entitled to vote at each Meeting on each of the proposals being presented for shareholder consideration. The proposals are set forth in each Notice of Joint Special Meeting of Shareholders, Proxy Statement and form of proxy are discussedavailable on the Internet atwww.proxyvote.com. This Notice cannot be used to cast your vote and presents only an overview of the more complete proxy materials that are available on the Internet. The Proxy Statement and annual and semi-annual reports of each Fund are available by calling 1-800-iShares (1-800-474-2737).
If you have any questions or wish to obtain directions so that you can attend the Meeting in detail in this Joint Proxy Statement.person, please call Broadridge Financial Solutions, Inc. (“Broadridge”), the proxy solicitor for the Funds, toll freeat 1-877-777-8588.
PROPOSAL 1 — ELECTION OF BOARD MEMBERS
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Description of the Transaction
On June 16, 2009, Barclays Bank PLC (“Barclays”) entered into an agreement (the “Transaction Agreement”) to sell its interest in the Barclays Global Investors asset management business (the “BGI business”), which includes Barclays Global Investors, N.A. (“BGI”) and BGI’s business of advising, sponsoring and distributing exchange-traded funds (the “iShares Business”), to BlackRock, Inc. (“BlackRock”), one of the world’s largest publicly traded investment management firms. BGI operates the iShares Business through several subsidiary companies, including Barclays Global Fund Advisors (the “Adviser”), each Fund’s investment adviser. Assuming the receipt of the requisite regulatory approvals and the satisfaction of other conditions to closing, the subsidiaries of Barclays operating the BGI business, including the subsidiaries operating the iShares Business, including the Adviser, will be sold to BlackRock (the “Transaction”) for cash and BlackRock stock, as described in more detail below.
Pursuant to the terms of the Transaction Agreement, BlackRock will acquire BGI for approximately $13.5 billion. As part of the Transaction, Barclays will receive 37.784 million shares of common stock and common stock equivalents in BlackRock worth approximately $6.9 billion (based upon the closing price of BlackRock’s common stock on June 11, 2009) and $6.6 billion in cash. The shares will represent a 4.9% voting interest and approximately an aggregate 19.9% economic interest in the combined company. Under the terms of the Transaction Agreement, Barclays will have certain restrictions on the sale or acquisition of shares in BlackRock and will have the right to maintain its ownership percentage if BlackRock issues additional shares in the future. In addition, John Varley, Barclays Group Chief Executive, and Robert E. Diamond, Jr., Barclays Group President and Chief Executive Officer of Investment Banking and Investment Management, are expected to be nominated to the Board of Directors of BlackRock.each Company.
Board Nominees.The Transaction is subject to certain regulatory approvals and several other conditions precedent to closing. The closing is expected to take place at the end of 2009.
It is expected that substantially all of the current employees of the Adviser will remain employees of the Adviser and will continue to provide services to the Funds following the Transaction. In addition, it is expected that Blake Grossman, Chief Executive Officer of BGI, will serve as a Vice Chairman of the combined company, head of Scientific Investing, and as a member of the Office of the Chairman of the combined company.
At closing, the combined company is expected to be the world’s largest asset management company with more than $3 trillion in assets under management (based on figures as of June 30, 2009) and will have more than 9,000 employees in 24 countries worldwide. The common stock of the combined company will continue to be listed on the New York Stock Exchange, Inc. (the “NYSE”). The firm manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, cash management and alternative investment products. In addition, a growing number of institutional investors useBlackRock Solutions® for risk management, investment system outsourcing and financial advisory services.
BlackRock is independent in ownership and governance, with no single stockholder owning a majority of its stock, and its Board of Directors is comprised of a majority of independent directors. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a wholly-owned subsidiary of Bank of America, and The PNC Financial Services Group, Inc. (“PNC”) own, as of June 30, 2009, approximately 4.6% and 43.9% of BlackRock’s voting common stock, respectively, and approximately 46.3% and 30.8% of BlackRock’s capital stock on a fully diluted basis, respectively. The remaining approximately 22.9% of the capital stock is held by employees and the public. After the closing of the Transaction, it is anticipated that Bank of America, through its subsidiary, Merrill Lynch, Barclays and PNC will own 3.4%, 4.9% and 32.8%, respectively, of BlackRock’s voting common stock and approximately 34.2%, 19.9% and 24.6%, respectively, of BlackRock’s capital stock on a fully diluted basis.
The strategic rationale of the Transaction for BlackRock and Barclays is to bring together the highly complementary strengths of BlackRock and BGI in asset classes, investment products, distribution channels and global platforms and achieve larger operating and financial scale. BlackRock and BGI believe they share similar values and cultures with a commitment to teamwork and excellence and a strong emphasis on performance and regulatory compliance. As one combined company, BlackRock and BGI believe they will have a world-class product offering across virtually all asset classes and will bring an even greater solutions-centered approach to retail and institutional clients. BlackRock believes that BGI’s record of product development, risk analytics and leadership in quantitative investing, indexing, and retirement solutions will complement BlackRock’s expertise in active fund management, tailored solutions, innovative culture and risk management viaBlackRock Solutions®. The combined company’s products will include equities, fixed income, cash management and alternative investments, and will offer clients diversified access to global markets through separate accounts, common and collective trust funds, mutual funds, exchange-traded funds, hedge funds, and closed-end funds.
BGI, the Adviser and BlackRock anticipate that the Transaction will benefit them and the Funds in a number of ways, including:
Providing the Funds with access to BlackRock’s market-leading investment, risk and systems capabilities;
Increasing the scale of the combined companies, potentially providing BlackRock with greater opportunities to deliver the highest quality client service, to attract and retain talented professionals and to enhance the ability to make ongoing reinvestments in the business; and
Following the closing of the Transaction, allowing BlackRock potentially to provide a broader product offering across multiple asset classes, which could facilitate a greater range of investment solutions for clients.
The Advisory Agreements
The Adviser currently serves as the investment adviser to each Fund pursuant to an investment advisory agreement with each Company (each, a “Current Advisory Agreement” and together, the “Current Advisory Agreements”). The Transaction, if consummated, will result in the “assignment,” as defined in 1940 Act,currently consists of each Current Advisory Agreement. Under the termseight Board Members, six of the Current Advisory Agreements, and as required by the 1940 Act, an assignment will result in the automatic termination of each Current Advisory Agreement. As a result, shareholders are being asked to approve a new investment advisory agreement (each, a “New Advisory Agreement” and together, the “New Advisory Agreements”) between each Company, on behalf each Fund, and the Adviser.
In anticipation of the Transaction, the Directors/Trustees have held a number of telephonic and in-person meetings during the past months for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve the New Advisory Agreements. In addition, in preparation for their consideration of the New Advisory Agreements, the Directors/Trustees requested and received comprehensive information from various sources and covering a range of issues about the Transaction and its expected impact on the Funds, their shareholders and the Adviser.
At an in-person meeting held on August 13, 2009, for the reasons discussed below (see “Board Considerations in Approving the New Advisory Agreements” below), the Board, including a majority of the Board members whowhom are not “interested persons,” as defined in the 1940 Act (the “Independent Directors/Trustees”), approved the New Advisory Agreement applicable to each Fund and unanimously recommended its approval by shareholders as being in the best interestspersons” of that Fund and its shareholders. The 1940 Act requires that the New Advisory Agreement be approved by each Fund’s shareholders in order for it to become effective. In the event shareholders of a Fund do not approve the New Advisory Agreement, the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include further solicitation of shareholders. The approval of a New Advisory Agreement by the shareholders of one Fund is not
contingent upon the approval of a New Advisory Agreement by any other Fund, including Funds that are series of the same Company.
At the August 13, 2009 in-person Board meeting, the Board also approved an interim investment advisory agreement between each Company on behalf of its Funds, and the Adviser (together, the “Interim Advisory Agreements”) pursuant to Rule 15a-4 under the 1940 Act to take effect upon the consummation of the Transaction in the event that shareholder approval of a New Advisory Agreement has not yet been obtained for any Fund. In reliance on Rule 15a-4, each Interim Advisory Agreement will allow the Adviser to continue performing advisory services with respect to each Fund for a maximum of 150 days following the consummation of the Transaction, while such Funds continue to seek shareholder approval of their New Advisory Agreements. Compensation earned by the Adviser under the Interim Advisory Agreements will be held in an interest-bearing escrow account pending shareholder approval of the New Advisory Agreements. If shareholders approve the New Advisory Agreement within the 150 day-period, the amount held in the escrow account, including interest, will be paid to the Adviser. If shareholders of a Fund do not approve the New Advisory Agreement, the Adviser will be paid the lesser of the costs incurred in performing services under the Interim Advisory Agreement or the total amount in the escrow account, including interest earned. Shareholder approval of the Interim Advisory Agreements is not required by the 1940 Act and is not being sought.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act offers a safe harbor for persons selling advisory businesses from claims that they have sold a fiduciary office (i.e., their investment advisory contractual relationship with the funds they advise) in exchange for compensation in the sale of their business. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser of a registered investment company occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that during the three-year period following the completion of the transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser.(the “Independent Board Members”). Each Company currently satisfies this test. Second, an “unfair burden” must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of, an investment company, other than bona fide ordinary compensation as principal underwriter, or (ii) from an investment company or its security holders for other than bona fide investmentalso has two advisory or other services.
The parties to the Transaction Agreement have agreed to conduct their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act in relation to the Funds.
PROPOSAL 1. TO APPROVE NEW ADVISORY AGREEMENTS
At Meeting #1, you will be asked to approve a New Advisory Agreement for your Fund. A comparison of the proposed New Advisory Agreement and the Current Advisory Agreement is included below. A form of New Advisory Agreement is attached hereto asAppendix GBoard Members (the “Advisory Board Members”). The date of the Current Advisory Agreement applicable to each Fund, the date on which it was last submitted for approval by shareholders and the date on which it was last approved for continuance by theEach Board are provided inAppendix B. The approval of one Fund’s New Advisory Agreement is not contingent upon the approval of any other Fund’s New Advisory Agreement, including Funds that are series of the same Company.
The New Advisory Agreement
The Current Advisory Agreements between the Adviser and each of iShares, Inc. and iShares Trust are not identical, although each Current Advisory Agreement contains generally the same provisions as to the nature of the services provided to the Funds. It is proposed that the Funds use this opportunity to both standardize the terms of the agreements used by the Companies and to update the advisory agreements, as necessary. Although the New Advisory Agreements state the Adviser’s duties and obligations to the Funds with greater specificity, the services to be provided by the Adviser are not expected to change in any material respect. Importantly, the proposed fee rate payable to the Adviser by each Fund under its New Advisory Agreement is identical to the fee rate payable by the Fund under its Current Advisory Agreement.
The Adviser and BlackRock have provided information to the Board to support their intention that the same level of advisory and management services will be provided to each Fund by the Adviser under the New Advisory Agreements as are currently provided by the Adviser under the Current Advisory Agreements and that the nature and scope of services provided under the Current Advisory Agreements will continue undiminished under the New Advisory Agreements.
If approved by shareholders of a Fund, a New Advisory Agreement will expire two years from its effective date, unless specifically reapproved in the manner required by the 1940 Act.
Comparison of the Current Advisory Agreements to the New Advisory Agreements
Set forth below is a general description of the key terms of the New Advisory Agreements and a general comparison of those terms to the terms of the Current Advisory Agreements. A copy of the form of the New Advisory Agreement is attached to this Joint Proxy Statement asAppendix G.Please refer toAppendix Gfor the specific terms of the New Advisory Agreement.
Investment Advisory Services. The investment advisory services to be provided by the Adviser to the Funds under the New Advisory Agreements are the same as the services provided by the Adviser to the Funds under the Current Advisory Agreements. Both the Current Advisory Agreements and the New Advisory Agreements provide that, subject to the supervision of the Board, the Adviser will conduct a continual program of investment, evaluation, sale, and reinvestment of each Fund’s assets and will provide certain general management and administrative services to the Funds. The New Advisory Agreements describe with more specificity the services that the Adviser will provide to the Funds. Specifically, under the New Advisory Agreements, the Adviser will be responsible for performing or arranging for the performance of the management and administrative services necessary for the operation of each Fund, including administering shareholder accounts and handling shareholder relations. In addition, the Adviser will provide the Funds with office space, facilities, equipment and necessary personnel, and the Adviser, on behalf of the Funds, will conduct relations with service providers, including custodians, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, brokers and dealers. The Adviser will also be responsible for maintaining all books and records required to be maintained under the 1940 Act and rendering reports to the Board as necessary and appropriate. The Adviser currently is performing these services pursuant to the Current Advisory Agreements.
Under each New Advisory Agreement, the Adviser also will continue to be responsible for placing orders for the purchase or sale of securities or other investments with brokers or dealers selected by the Adviser. In placing orders with brokers and dealers, the Adviser is directed to seek to obtain the best price and the most favorable execution of its orders. Consistent with this obligation and in seeking the best overall terms available, the Adviser may select brokers on the basis of the research and other services they provide to a Fund. Subject to the best execution requirement and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable provisions of law, the Adviser may select brokers and dealers that are affiliated with it or the Funds to effect securities transactions. Each Current Advisory Agreement contains similar provisions regarding the selection of brokers or dealers to execute transactions on behalf of a Fund.
Each New Advisory Agreement provides that the services of the Adviser are not exclusive to the Funds, and the Adviser and its affiliates may render services to others. Each Current Investment Advisory Agreement contains similar provisions.
Retention of a Subadviser. The New Advisory Agreements contain provisions relating to the ability of the Adviser to employ and retain a subadviser to perform some or all of the advisory services. The Current Advisory Agreements do not contain a similar provision. While the Adviser currently does not expect to retain a subadviser to perform advisory services, the inclusion of this express provision provides the Adviser with the flexibility to retain a subadviser should the Adviser and the Board believe the employment of a subadviser is appropriate in the future.
The New Advisory Agreements provide that the retention of an investment subadviser in no way reduces the responsibilities of the Adviser under the New Advisory Agreements and the Adviser is responsible to each Company and each Fund for all acts and omissions of the investment subadviser in connection with the performance by the subadviser of duties for which the Adviser is responsible under the New Advisory Agreement.
Fees. Under the Current Advisory Agreements and the New Advisory Agreements, each Company, on behalf of its Funds, has agreed to pay the Adviser a fee at an annual rate of (i) the aggregate of the average daily value of the Fund’s net assets, or (ii) the Fund’s allocable portion of the aggregate of the average daily net assets of the Fund and certain other Funds, as applicable. The proposed advisory fee rates under the New Advisory Agreements are identical to the advisory fee rates payable to the Adviser under the Current Advisory Agreements with respect to all Funds. The New Advisory Agreements require that the Funds pay the Adviser its fee periodically on a schedule approved by the Board, but no less frequently than quarterly. In contrast, the Current Advisory Agreement for iShares Trust requires that the Funds pay the Adviser its fee on a monthly basis and the Current Advisory Agreement for iShares, Inc. requires that the Funds pay the Adviser on a quarterly basis. As a result, the frequency of payment may change under the New Advisory Agreement, as determined by the Board.
Appendix C lists the advisory fee rate described in each Fund’s Current Advisory Agreement and New Advisory Agreement. Amounts paid (after waivers and reimbursements, if any) by each Fund to the Adviser during the Fund’s last fiscal year are shown inAppendix D.
Payment of Expenses. Under the New Advisory Agreements, as is the case under the Current Advisory Agreements, the Adviser will be responsible for all expenses of the Funds with the exception of certain enumerated expenses. The New Advisory Agreements specify that the Funds will be responsible for (i) interest and taxes; (ii) expenses of the Fund incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions; (iii) expenses incurred in connection with any distribution plan adopted by a Company in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) the advisory fee payable to the Adviser; and (v) litigation expenses and any extraordinary expenses (in each case as determined by a majority of the Independent Directors). The expenses the Funds are responsible for under the New Advisory Agreements are substantially similar to the expenses the Funds are responsible for under the Current Advisory Agreements. The New Advisory Agreements clarify that
the Funds bear the costs incurred with respect to the acquisition and disposition of portfolio securities, which have historically been treated as a Fund expense. Additionally, the New Advisory Agreements specifically require that the Funds bear any litigation expense, as determined by a majority of the Independent Directors/Trustees. While the Current Advisory Agreement for iShares, Inc. requires the Funds to bear litigation expenses, the Current Advisory Agreement for iShares Trust does not specifically list litigation expenses as a Fund expense.
Limitation on Liability. Under the New Advisory Agreements, the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of the New Advisory Agreements, except a loss resulting from the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under the New Advisory Agreement. Each Current Advisory Agreement includes similar provisions.
Term and Continuance. If approved by shareholders of a Fund, the New Advisory Agreement for the Fund will continue, unless sooner terminated as set forth therein, for a period of two years from the date of execution. Thereafter, if not terminated, each New Advisory Agreement will continue in effect from year to year only if such continuance is specifically approved at least annually by both (i) the vote of a majority of the Fund’s Board or the vote of a “majority of the outstanding voting securities” of the Fund, and (ii) the vote of a majority of the Independent Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Current Advisory Agreements have similar provisions for their term and continuance, although the initial dates of the Agreements differ and the initial two year period has elapsed for many Funds.
A vote of a “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund that are present at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority”).
Termination. Each New Advisory Agreement provides for its termination with respect to any Fund, without penalty, (i) by the Board or by vote of holders of a 1940 Act Majority of Fund shares upon sixty (60) days’ written notice to the Adviser, or (ii) by the Adviser upon sixty (60) days’ written notice to the Fund. The Current Advisory Agreement for iShares Trust differs slightly as it may be terminated on not less than thirty (30) days’ and no more than sixty (60) days’ prior written notice by the parties, and the Current Advisory Agreement for iShares, Inc. may be terminated on sixty (60) days’ prior written notice by the parties. As with the Current Advisory Agreements, the New Advisory Agreements for each Fund also will terminate automatically in the event of their assignment.
Other Differences. The New Advisory Agreements contain representations and covenants of the Adviser and the Companies, on behalf of the Funds. These representations and covenants, although not included in the Current Advisory Agreements, are common in advisory agreements of this type. In addition, each New Advisory Agreement also makes clear that such Agreement is made by the Company, on behalf of its Funds, pursuant to authority granted by the Directors/Trustees, and the obligations created by the New Advisory Agreement are not binding on any of the Directors/Trustees or shareholders of the Funds individually, but bind only the property of that Fund and no other Funds of the Company.
Each New Advisory Agreement includes a provision regarding the use of the “iShares” name. While the Current Advisory Agreement for iShares, Inc. includes such a provision, the Current Advisory Agreement for iShares Trust does not. Under the New Advisory Agreements, the Adviser consents to the Companies’ and the Funds’ use of the “iShares” name; however, the use of the iShares name is conditioned upon the continued employment of the Adviser, its successor or any affiliate as the investment adviser to the Fund using the name.
Information about the Adviser
The Adviser is located at 400 Howard Street, San Francisco, CA 94105. It is a wholly-owned indirect subsidiary of BGI, which in turn is currently an indirect subsidiary of Barclays. BGI is located at 400 Howard
Street, San Francisco, CA 94105 and Barclays is located at 1 Churchill Place, London E14 5HP, United Kingdom. As of June 30, 2009, BGI and its affiliates, including the Adviser, provided investment advisory services for assets in excess of $1.68 trillion. BGI, the Adviser, Barclays and their affiliates deal, trade and invest for their own accounts in the types of securities in which the Funds may also invest. The names and principal occupations of the directors and officers of the Adviser are set forth inAppendix F. Following the closing of the Transaction, it is expected that the Adviser will be a subsidiary of BlackRock.
The Adviser provides investment advisory services to certain other registered funds that may have investment objectives and policies similar to those of the Funds. The table set forth inAppendix Elists such other registered mutual funds advised by the Adviser, the net assets of those funds, and the management fees the Adviser received from those funds during the fiscal years ended on the dates noted.
Information about BlackRock
BlackRock is located at 40 East 52nd Street, New York, New York 10022. BlackRock is one of the world’s largest publicly traded investment management firms. As of June 30, 2009, BlackRock’s assets under management were approximately $1.373 trillion. The firm manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, cash management and alternative investment products. In addition, a growing number of institutional investors useBlackRock Solutions® for risk management, investment system outsourcing and financial advisory services. Headquartered in New York City, BlackRock has employees in 21 countries and a major presence in key global markets, including the U.S., Europe, Asia, Australia and the Middle East.
Board Considerations in Approving the New Advisory Agreements
The New Advisory Agreements were approved by the Board on behalf of each Fund after consideration of all factors determined to be relevant to the Board’s deliberations, including those discussed below. Each Company’s Board authorized the submission of the New Advisory Agreement for consideration by the Fund’s shareholders in this Joint Proxy Statement.
At an in-person Board meeting held on August 13, 2009, the Board, including the Independent Directors/Trustees, unanimously approved each New Advisory Agreement between each Company, on behalf of its Funds, and the Adviser.
The Approval Process. At telephonic and in-person meetings held in June, July and August of this year, the Board, including the Independent Directors/Trustees, discussed the Transaction and the New Advisory Agreements for the Funds.
In preparation for their consideration of the New Advisory Agreements, the Directors/Trustees received, in response to a written due diligence request prepared by the Board and its independent counsel and provided to BlackRock, BGI and the Adviser, comprehensive written information covering a range of issues and received, in response to their additional requests, further information in advance of andNominee elected at the August 13, 2009 in-person Board meeting. To assist the Board in its consideration of the New Advisory Agreements, BlackRock provided materials and information about itself, including its history, management, investment, risk management and compliance capabilities and processes, and financial condition, and the Adviser provided materials and information about the Transaction. In addition, the Independent Directors/Trustees consulted with their independent legal counsel and Fund counsel on numerous occasions, discussing, among other things, the legal standards and certain other considerations relevant to the Board’s deliberations.
In June 2009, the Board had performed a full annual review of, or initially approved, as applicable, the Current Advisory Agreement for each Fund (other than the iShares S&P Emerging Markets Infrastructure Index
Fund (“EMIF”) and the iShares MSCI All Peru Capped Index Fund (“EPU”), whose Current Advisory Agreements were not required to be approved at the June meeting) as required by the 1940 Act and, after reviewing, among other things, the investment capabilities, resources and personnel of the Adviser, determined that the nature, extent and quality of the services provided by the Adviser under the Current Advisory Agreements were appropriate. The Board also determined that the advisory fees paid by each Fund, taking into account any applicable agreed-upon fee waivers and breakpoints, were fair and reasonable in light of the services provided, the costs to the Adviser of providing those services, economies of scale, the fees and other expenses paid by similar funds (including information provided by Lipper, Inc. (“Lipper”)), and such other circumstances as the Directors/Trustees considered relevant in the exercise of their reasonable judgment. The Board approved the Current Advisory Agreements, other than the Current Advisory Agreements for EMIF and EPU, on June 17, 2009. EMIF and EPU, which commenced operations on June 16, 2009 and June 19, 2009, respectively, did not operate for a meaningful period of time prior to the June 2009 and August 2009 Board meetings to provide a basis for the Board to consider the Funds’ performance history and information relating to the profitability of the Adviser, economies of scale and other benefits to the Adviser and its affiliates under the Funds’ Current Advisory Agreements, although certain of these matters had been considered in connection with the initial approvals of their Current Advisory Agreements. In addition, the Board had previously considered these Funds’ expenses in connection with the initial approvals of these Funds’ Current Advisory Agreements, which information had, as of the August 2009 Board meeting, not changed materially since such initial approvals. Accordingly, for these Funds references below to the June 2009 Board meeting generally refers to the initial approval considerations, which are consistent with those discussed below for the other Funds.
In advance of the June 2009 Board meeting, the Board requested and received materials specifically relating to each Fund’s Current Advisory Agreement. These materials were prepared for each Fund, and included information (i) compiled by Lipper on the fees and expenses and the investment performance of the Fund as compared to a comparable group of funds as classified by Lipper; (ii) prepared by the Adviser discussing market conditions generally; (iii) on the profitability to the Adviser of the Current Advisory Agreements and other payments received by the Adviser and its affiliates from the Funds; and (iv) provided by the Adviser concerning services related to the valuation and pricing of Fund portfolio holdings, and direct and indirect benefits to the Adviser and its affiliates from their relationship with the Fund.
At the June 17, July 29 and August 13, 2009 Board meetings, the Directors/Trustees discussed with representatives of BGI, the Adviser and BlackRock, the management, investment, risk management and compliance capabilities and processes, and financial condition of BlackRock, the Transaction and its rationale, and BlackRock’s general plans and intentions regarding the Adviser and the Funds. At these Board meetings, representatives of BGI, the Adviser and BlackRock made various presentations to, and responded to questions from, the Board. The Board also inquired about the plans for, and anticipated roles and responsibilities of, the employees and officers of the Adviser in connection with the Transaction, including the anticipated senior management structure of the Adviser following the completion of the Transaction. The Independent Directors/Trustees also conferred separately and with their independent legal counsel about the Transaction and other matters related to the Transaction on a number of occasions. After the presentations and after reviewing the written materials provided, the Independent Directors/Trustees met in executive sessions with their independent legal counsel at the June, July and August 2009 Board meetings to consider the Transaction, its expected impact on the Adviser and the Funds, and the New Advisory Agreements.
In connection with the Board’s review of the New Advisory Agreements, BGI, the Adviser and/or BlackRock, as applicable, provided the Board with information about a variety of matters. The Board considered, among other things, the following information:
the reputation, financial strength and resources of BlackRock and its investment advisory subsidiaries and the anticipated financial strength and resources of the combined company;
that there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Adviser, including portfolio management and compliance services;
that the Adviser and BlackRock have no present intention to alter the advisory fee rates and expense arrangements currently in effect for the Funds for a period of two years from the date of the closing of the Transaction;
that it is expected that substantially all of the current employees of the AdviserMeeting will remain employees of the Adviser and will continue to provide services to the Funds following the Transaction;
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that the Funds are expected to continue to be sold through existing distribution channels;
that the Funds will have access to greater distribution resources through BlackRock’s relationships with third party brokers and retirement plan platforms;
that the parties to the Transaction Agreement have agreed to conduct their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act in relation to the Funds;
that Barclays or one of its affiliates has agreed to pay all expenses of the Funds in connection with the Board’s consideration of the New Advisory Agreements and all costs of seeking shareholder approval of the New Advisory Agreements; and
that Barclays and BlackRock would derive benefits from the Transaction and that, as a result, they may have a different financial interest in the matters that were being considered than do Fund shareholders.
The Board did not identify any particular information that was all-important or controlling, and each Director/Trustee may have attributed different weights to the various factors discussed below. The Directors/Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund. In their deliberations, the Directors/Trustees considered information received in connection with their most recent approval or continuation of each Current Advisory Agreement at the June 2009 Board meeting, in addition to information provided by BGI, the Adviser and BlackRock regarding BlackRock and the Transaction, in connection with their evaluation of the terms and conditions of the New Advisory Agreements. The Directors/Trustees, including a majority of the Independent Directors/Trustees, concluded that the terms of the New Advisory Agreements are appropriate, that the fees to be paid are reasonable in light of the services to be provided to each Fund, and that the New Advisory Agreements should be approved and recommended to Fund shareholders. In voting to approve the New Advisory Agreement in respect of each Fund, the Board considered in particular the following factors (the Board also considered substantially the same factors and drew substantially the same conclusions in their approval of the Interim Advisory Agreements):
The nature, extent and quality of services to be provided by the Adviser and its affiliates—In connection with their consideration of the New Advisory Agreements, the Board considered representations by the Adviser, BGI and BlackRock that there would be no diminution in the scope of services required of or provided by the Adviser under the New Advisory Agreement for each Fund as compared to the scope of services provided by the Adviser under the Current Advisory Agreement. In reviewing the scope of these services at the June and August 2009 Board meetings, the Board considered the Adviser’s investment philosophy and experience, noting that the Adviser and its affiliates have committed significant resources over time, including over the past year, including investments in technology and increasing the number of their employees supporting the Funds. The Board also considered the Adviser’s compliance program and its compliance record with respect to the Funds. In that regard, the Board noted that the Adviser reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and has made appropriate officers available as needed to provide further assistance with these matters. The Board noted that it expects that these
reports and discussions will continue following the consummation of the Transaction. In addition to the above considerations, the Board considered the Adviser’s investment processes and strategies, and matters related to the Adviser’s portfolio transaction policies and procedures. The Board further took into account that, with respect to most of the Funds, the Adviser does not serve as investment adviser for other series of registered investment companies with substantially similar investment objectives and strategies; therefore, directly comparable performance information was generally not available for most Funds. The Board also considered each Fund’s record of performing in accordance with its investment objective.
In connection with the investment advisory services to be provided under the New Advisory Agreements, the Board took into account detailed discussions with representatives of the Adviser at the June 2009 Board meeting and at prior Board meetings regarding the management of each Fund. In addition to the investment advisory services to be provided to the Funds, the Board, at the August 2009 Board meeting, considered that the Adviser also will continue to provide management and administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Funds, and that these services were expected to be consistent with the services the Adviser currently performs under the Current Advisory Agreements.
The Board noted the representations of the Adviser, BGI and BlackRock that the Transaction was not expected to have any adverse effect on the resources and strengths of the Adviser in managing the Funds. The Board also considered that the Funds and their shareholders may benefit from having direct access to BlackRock’s state of the art technology and risk management analytic tools, including the investment tools provided under theBlackRock Solutions®brand name. The Board discussed BlackRock’s current financial condition, its anticipated financial condition following the completion of the Transaction and its lines of business. The Board also discussed the Adviser’s anticipated financial condition following the completion of the Transaction. The Board discussed BlackRock’s current ownership structure and expected ownership structure following the completion of the Transaction. The Board was advised that BlackRock operates as an independent firm, with its own Board of Directors and no majority shareholder. The Board was also advised that while BlackRock’s largest shareholders, Merrill Lynch, a wholly owned subsidiary of Bank of America, and PNC, are important clients and strategic partners of BlackRock, they are not involved in the firm’s day-to-day management or operations.
Based on the discussions held and the materials presented at the June, July and August 2009 Board meetings and prior Board meetings, the Board determined that the Transaction would not likely cause an adverse change in the nature, extent and quality of the services to be provided by the Adviser under the New Advisory Agreements compared with the services provided by the Adviser under the Current Advisory Agreements and that the Board expects that the quality of such services will continue to be appropriate.
Funds’ expenses and performance of the Funds—The Board received and reviewed statistical information prepared by Lipper at the June 2009 meeting and also received information at prior meetings regarding the expense ratio components of the Funds, including advisory fees, waivers and reimbursements, and gross and net total expenses, in comparison with the same information for other registered investment companies objectively selected by Lipper as comprising a Fund’s peer group pursuant to Lipper’s proprietary methodology and, for certain Funds, registered investment companies that would otherwise have been excluded from Lipper’s comparison group due to certain differentiating factors, but were nonetheless included at the request of the Adviser (the “Lipper Group”). Because there are few, if any, exchange traded funds or index funds that track indexes similar to those tracked by most of the Funds, the Lipper Groups sometimes included mutual funds, closed-end funds, exchange traded funds, or funds with differing investment objective classifications, investment focuses and other characteristics (e.g., actively managed funds and funds sponsored by “at cost” service providers). In support of its review of the statistical information, the Board was provided with a detailed description of the methodology used by Lipper to determine the applicable Lipper Groups and to prepare this information. The Board further noted that due to the limitations in providing comparable funds in the various Lipper Groups, the statistical information may or may not provide meaningful direct comparisons to certain Funds.
The Board noted that the investment advisory fees and overall expenses for the Funds were generally lower than the median or average investment advisory fee rates and overall expenses of the Funds in their Lipper Groups with respect to the Current and New Advisory Agreements. The Board took into account that the fee rates for each Fund under the New Advisory Agreements are identical to the fee rates under the respective Current Advisory Agreements. Further, the Board noted that representatives of the Adviser and BlackRock had confirmed that there is no present intention to alter the advisory fee rates, expense waivers or expense reimbursements currently in effect for the Funds for a period of two years from the date of the closing of the Transaction.
In addition to reviewing the fees and expenses, the Board noted that it regularly reviews each Fund’s performance and at the June 2009 meeting reviewed statistical information prepared by Lipper regarding the performance of each Fund for the quarter-end, one-, three-, five- and ten-year periods, as applicable, and a comparison of each Fund’s performance to its performance benchmark index for the same periods. To the extent that any of the comparison funds included in the Lipper Groups track the same index as any particular Fund, Lipper also provided, and the Board reviewed, a comparison of the Fund’s performance to that of the relevant comparison funds for the same periods. The Board noted that the Funds generally performed in line with their performance benchmark indices over the relevant periods. In considering this information, the Board took into account that the Lipper Groups include funds that may have different investment objectives and/or benchmarks from the Funds. In addition, the Board noted that each Fund seeks to track its benchmark index and that during the prior year the Board received periodic reports on the Funds’ performance in comparison with their relevant benchmark indices. This comparative performance information was also considered by the Board. The Board considered the Adviser’s substantial investment advisory experience and capabilities, as well as the possibility of additional resources and support from BlackRock following the completion of the Transaction, but noted that the effect, if any, the consummation of the Transaction would have on the future performance of the Funds could not be predicted.
Based on this review, the Board had concluded that the investment advisory fee rates and expense levels and the historical performance of each Fund, as compared to the investment advisory fee rates and expense levels and performance of the funds in the relevant Lipper Group, were satisfactory for the purposes of approving the Current Advisory Agreements and concluded that these comparisons continued to be satisfactory for the purpose of approving the New Advisory Agreements.
Cost of services provided and profits realized by the Adviser from the relationship with each Fund—The Board considered that at the June 2009 Board meeting and at prior meetings, it had reviewed information about the profitability of the Adviser with respect to the Funds based on the fees payable to the Adviser and its affiliates (including fees under the Current Advisory Agreements), and all other sources of revenue and expense to the Adviser and its affiliates from the Funds’ operations for the last calendar year. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BGI from securities lending by the Companies (including any securities lending by the Funds). The Board also discussed the Adviser’s profit margin as reflected in the Funds’ profitability analysis and reviewed information regarding economies of scale (as discussed below).
In evaluating the costs of the services to be provided by the Adviser under the New Advisory Agreements, the Board considered, among other things, whether advisory fee rates or other expenses would change as a result of the Transaction. The Board noted that the New Advisory Agreements are similar to the Current Advisory Agreements, including the fact that the fee rates under the Agreements are identical and that representatives of the Adviser and BlackRock represented that there is no present intention due to the Transaction to alter the advisory fee rates, expense waiver or expense reimbursements currently in effect for the Funds for a period of two years from the date of the closing of the Transaction. It was noted that it was not possible to predict how the Transaction would affect the Adviser’s profitability from its relationship with the Funds. Potential cost savings had been described by BlackRock representatives that may be achieved by BlackRock immediately following the Transaction, but even if all of such savings were realized by the Adviser in connection with the management of
the Funds, the Adviser’s profitability in respect of the Funds was not expected to increase in a significant respect. The Adviser, BlackRock and the Board discussed how profitability will be calculated and presented to the Board following the Transaction, and the Board reviewed BlackRock’s 2008 profitability methodology with respect to its registered funds. The Board expects to receive profitability information from the Adviser on at least an annual basis following the completion of the Transaction and thus be in a position to evaluate whether any adjustments in Fund fees would be appropriate.
The extent to which economies of scale would be realized as a Fund grows and whether fee levels would reflect such economies of scale—In connection with its review of the Funds’ profitability analysis at the June 2009 meeting, the Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Funds’ assets. At the June 2009 Board meeting, the Board also reviewed the Adviser’s historic profitability as investment adviser to the iShares fund complex and noted that the Adviser had continued to make significant investments in the iShares fund complex, that expenses had grown at a pace similar to the growth in revenue, and that the Adviser had incurred operating losses during earlier years when the iShares funds, including the Funds, had not yet reached scale. The Board further noted that the Current and New Advisory Agreements provide for breakpoints in certain Funds’ investment advisory fee rates as the assets of the Funds, on an aggregated basis with the assets of certain other Funds, increase and that breakpoints were implemented the previous year for certain Funds. The Board noted that for certain other Funds, the Current and New Advisory Agreements do not provide for any breakpoints in the Funds’ investment advisory fee rates as the assets of the Funds increase; however, the Board further noted that possible future economies of scale for those Funds had, in many cases, been taken into consideration by fixing the investment advisory fees at rates at the lower end of the marketplace, effectively giving Fund shareholders, from inception, the benefits of the lower average fee shareholders may have received from a fee structure with declining breakpoints where the initial fee was higher. At the June 2009 Board meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the structure of the investment advisory fee rates, with the breakpoints for certain Funds, reflected appropriate sharing of economies of scale with the Funds’ shareholders.
The Board noted representations from the Adviser and BlackRock that the Adviser will continue to make significant investments in the iShares fund complex and the infrastructure supporting the Funds. The Board determined that changes to the fee structure were not currently necessary and that the Funds appropriately participate in economies of scale. For more information about the fees paid by the Funds, please seeAppendices C and D,which list the rate of compensation described in each Fund’s Current Advisory Agreement and New Advisory Agreement, and the amount paid to the Adviser for each Fund’s most recent fiscal year, respectively. It was noted that it was not possible to evaluate how the Transaction would create opportunities for additional economies of scale. The Board expects to consider economies of scale on at least an annual basis following completion of the Transaction and thus be in a position to evaluate additional economies of scale, if any.
Fees and services provided for other comparable funds/accounts managed by the Adviser and its Affiliates—At the June 2009 Board meeting, the Board received and considered certain information regarding the Funds’ annual investment advisory fee rates under the Current Advisory Agreements in comparison to the investment advisory/management fee rates for other funds/accounts for which the Adviser or BGI provides investment advisory/management services, including other funds registered under the 1940 Act, collective funds and separate accounts (together, the “Other Accounts”). The Board noted that directly comparable investment advisory/management fee information was not available for many of the Funds, as the Adviser and its affiliates do not manage any Other Accounts with substantially similar investment objectives and strategies as many of the Funds. The Board noted, however, that the Adviser provided the Board with general information regarding how the level of services provided to the Other Accounts differed from the level of services provided to the Funds. Furthermore, in reviewing the comparative investment advisory/management fee information for the Funds for which such information was available, the Board considered the general structure of investment advisory/management fees in relation to the nature and extent of services provided to the Funds in comparison with the nature and extent of services provided to the Other Accounts, including, among other things, the level of complexity in managing the Funds and the Other Accounts under differing regulatory requirements and client
guidelines. The Board noted that the investment advisory fee rates under the Current Advisory Agreements for the Funds were generally higher than the investment advisory/management fee rates for the Other Accounts for which the Adviser or BGI provides investment advisory/management services, but that the differences appeared to be attributable to, among other things, the type and level of services provided and/or the asset levels of the Other Accounts. Based on this review, the Board determined that the investment advisory fee rates under the Current and New Advisory Agreements do not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining, and concluded that the investment advisory fee rates under the Current and New Advisory Agreements are fair and reasonable.
Other benefits to the Adviser and its affiliates, including fall-out benefits—In evaluating the fall-out and any other ancillary benefits received by the Adviser under the Current Advisory Agreements, the Board reviewed any ancillary revenue received by the Adviser and/or its affiliates in connection with the services provided to the Funds by the Adviser or its affiliates, such as any payment of revenue to BGI, each Company’s current securities lending agent, for loaning any portfolio securities, and payment of advisory fees and/or administration fees to the Adviser and BGI in connection with any investments by the Funds in other funds for which the Adviser provides investment advisory services and/or BGI provides administration services. The Board noted that while revenue to BGI in connection with securities lending agency services to the Funds increased overall as against the previous year, overall revenue increased by approximately the same percentage as overall expenses. The Board noted that the Adviser does not use soft dollars or consider the value of research or other services that may be provided to the Adviser (including its affiliates) in selecting brokers for portfolio transactions for the Funds. The Board further noted that any portfolio transactions on behalf of the Funds placed through an affiliate of the Adviser or purchased from an underwriting syndicate in which an Adviser affiliate participates, are reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. Any fall-out or ancillary benefits as a result of the Transaction were difficult to quantify with certainty at this time, and the Board indicated that it would continue to evaluate them going forward.
Conclusion—The Board examined the totality of the information they were provided at the June, July and August 2009 Board meetings, and information they received at other meetings held during the past year, and did not identify any single factor discussed previously as controlling. Based on this analysis, the Board determined that the New Advisory Agreements, including the investment advisory fee rates thereunder, are fair and reasonable in light of all relevant circumstances and concluded that it is in the best interest of the Funds and their shareholders to unanimously approve the New Advisory Agreements.
Shareholder Approval
To become effective, a New Advisory Agreement must be approved by the vote of a 1940 Act Majority of the Fund’s shares to which the New Advisory Agreement relates.
Recommendation of the Board of Directors/Trustees
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE “FOR” APPROVAL OF ITS NEW ADVISORY AGREEMENT.
PROPOSAL 2. TO APPROVE A CHANGE IN THE CLASSIFICATION OF THE FUND’S INVESTMENT OBJECTIVE FROM A FUNDAMENTAL INVESTMENT POLICY TO A NON-FUNDAMENTAL INVESTMENT POLICY.
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Shareholders of the above-named Funds are being asked to approve the reclassification of the investment objective of their Fund as a non-fundamental investment policy.
In general, each Fund listed above currently has an investment objective to seek investment results that generally correspond to a specified underlying index. This investment objective is deemed to be a fundamental investment policy by each Fund listed above. A “fundamental” investment policy is a policy that cannot be changed without the approval of the vote of a 1940 Act Majority of the shares of the Fund to which the policy relates.
At the Board meeting held on August 13, 2009, based on the recommendation of the Adviser, the Board determined that it was in the best interest of each Fund listed above and its shareholders to change the classification of each such Fund’s investment objective from a fundamental policy to a non-fundamental policy. The Funds that are the subject of this proposal are currently the only Funds within either Company whose investment objectives are deemed fundamental. The proposal to reclassify these objectives as non-fundamental investment policies is intended to promote consistency across all Funds. Additionally, designating each Fund’s investment objective as a non-fundamental investment policy will provide the Adviser and the Board with flexibility to respond to changing conditions in a manner they deem to be in the best interests of the Funds and their shareholders without the Funds incurring the cost of a proxy solicitation.
The proposed reclassification will not result in changes to a Fund’s current investment objective unless changes are approved by the Board at some point in the future. The Adviser and the Board currently do not plan to make any modifications to the Funds’ investment objectives. Moreover, the Adviser does not intend to alter the way in which it manages any of the Funds as a result of this proposal and does not expect that the proposal will affect the investment risk associated with the Funds. Should shareholders of the relevant Funds approve this proposal, each Fund would continue to be managed subject to the same investment objective, strategies, and policies expressed in each Fund’s current prospectus, as well as the limitations imposed by the 1940 Act and the rules and interpretive guidance provided thereunder. Should shareholders approve this proposal, the Board would be able to change the investment objective of a Fund without shareholder approval.
In the event that the proposal is not approved by the shareholders of a particular Fund, that Fund’s investment objective will continue to be a fundamental investment policy, which may not be changed without shareholder approval.
Shareholder Approval
To become effective, this proposal must be approved by the vote of a 1940 Act Majority of the shares of the Fund to which it relates.
Recommendation of the Board of Directors/Trustees
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE “FOR” THE APPROVAL OF THE CHANGE IN THE CLASSIFICATION OF THE FUND’S INVESTMENT OBJECTIVE FROM A FUNDAMENTAL INVESTMENT POLICY TO A NON-FUNDAMENTAL INVESTMENT POLICY.
PROPOSAL 1. TO ELECT BOARD MEMBERS
At a separate Meeting, Meeting #2, shareholders of each Fund are being asked to elect Directors/Trustees to the Board of each Company. The Board has nominated the individuals listed below for election as Directors/Trustees, each to hold office until his or her resignation or removal. Under the proposal, shareholders are being asked to vote on these nominees. Pertinent information about each nominee is set forth below. Each nominee currently serves as a Director/Trustee of each Company, with the exception of Robert S. Kapito.
The Nominating and Governance Committee (the “Nominating Committee”) of each Company reviewed the qualifications, experience and background of each nominee. Based upon this review, the Nominating Committee determined that nominating the incumbent Directors/Trustees would be in the best interests of the shareholders of each Company.
At a meeting held on August 13, 2009, the Board received the recommendations of the Nominating Committee. After discussion and consideration of, among other things, the backgrounds of the incumbent Directors/Trustees, the Board voted to nominate each of the incumbent Directors/Trustees for election as Directors/Trustees. At a meeting held on August 31, 2009, the Board received the recommendation of the Nominating Committee that Robert S. Kapito be nominated as a Director/Trustee of each Company. After discussion and consideration of, among other things, the background of Mr. Kapito, the Board voted to nominate Mr. Kapito for election. If approved by shareholders of iShares Inc., each nominee will serve as a member of the Board of Directors of iShares, Inc. and, if approved by shareholders of iShares Trust, each nominee will serve as a member of the Board of Trustees of iShares Trust. The nominees for iShares, Inc. and iShares Trust are identical. Each nominee has consented to being named in this Joint Proxy Statement. None of the nominees is related to any other. The Board currently has no reason to believe that any nominee will become unavailable for election as a Director/Trustee, but if that should occur before the Meeting, the proxies will be voted for such other nominees as the Board may recommend. With the exception of Mr. Kapito, each nominee’s term of office will commence, if such nominee is properly elected, immediately upon election. Mr. Kapito’s term of office will commence, if he is properly elected, only upon the consummation of the Transaction. Each nominee will be elected to hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.
IfEach Board recommends a vote“FOR” the nominees are elected by shareholders, at least 75%election of each of the Board’s members will befive Board Nominees: Jane D. Carlin, Richard L. Fagnani, Drew E. Lawton, Madhav V. Rajan and Mark Wiedman. All of the Board Nominees, other than Mark Wiedman, are not “interested persons” of the Companies. All of the Board Nominees other than Richard L. Fagnani and Drew E. Lawton currently serve as Board Members of the Companies. Richard L. Fagnani and Drew E. Lawton currently serve as Advisory Board Members for each Company. The Board Nominees were recommended by the Independent Directors/Trustees. A nominee is deemedBoard Members.
To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the voting instruction form(s) or Notice, or date and sign the enclosed voting instruction form(s) and return the voting instruction form(s) promptly in the enclosed postage-paid envelope. If you owned shares in more than one Fund as of the Record Date, you may receive more than one voting instruction form. Each of the Board Nominees has consented to be “independent”being named in this Proxy Statement and to serve as a Board Member if elected.
Board Members’/Board Nominees’ Biographical Information. Please refer to the extentbelow table, which identifies the nominee is not an “interested person” of iShares Trust or iShares, Inc., as that term is defined in Section 2(a)(19)Board Members/Board Nominees, and sets forth certain biographical information about the Board Members/Board Nominees, for each Company. Each Board Nominee was nominated by the Nominating and Governance Committee of the 1940 Act (“Independent Nominee”).Board of each respective Company. With the exception of Robert S. Kapito and Mark Wiedman, the address of each Board Member/Board Nominee is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. The Independent Nominees are George G.C. Parker, J. Darrell Duffie,address of Messrs. Kapito and Wiedman is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. Each Board has designated Cecilia H. Herbert Charles A. Hurty, John E. Kerrigan, John E. Martinez and Robert H. Silver. Mr. Martinez has been considered anas its Independent Director/Trustee since August 13, 2009 and the Board nominated Mr. Martinez as an Independent Nominee after considering the period of time that has passed since his former affiliation with BGI prior to 2002 and the Board’s experience with Mr. Martinez since he joined the Board in 2003.
Lee T. Kranefuss is considered to be an “interested person” of the Funds because of his affiliation with the Adviser through his employment with BGI and is an interested nominee, and Robert S. Kapito is considered to be an “interested person” because of his affiliation with BlackRock and is an interested nominee (the “Interested Nominees”). Interested Nominees generally are understood to be designees of the Adviser or BlackRock based on their employment or other relationships with the Adviser or BlackRock. If the nature or extent of an Interested Nominee’s role with the Adviser or BlackRock were to change (including after the completion of the Transaction), it is possible that he may be requested to, or he may otherwise decide to, resign from his positions with the Companies.
Information Regarding Nominees for Election
The following table sets forth certain information regarding each nominee.Chair.
Name | Position | Principal Occupation(s) During the Past | Number of | Other Directorships | ||||||||||
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| Retired; Partner, KPMG LLP |
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Name | Position | Principal Occupation(s) During the Past | Number of | Other Directorships Held by | ||||
Cecilia H. Herbert (68) | Board Member (since 2005 for iShares, Inc. and iShares Trust; since 2011 for iShares U.S. ETF Trust); Independent Board Chair (since 2016 for each Company); Nominating and Governance Committee Chair (since 2016 for each Company). | Trustee and Member of the Finance, Technology and Quality Committee of Stanford Health Care (since 2016); Trustee and Member of the Investment Committee, WNET, a New York public media company (since 2011); Chair (1994-2005) and Member (since 1992) of the Investment Committee, Archdiocese of San Francisco; 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. | 333 Funds | Trustee of Forward Funds (17 portfolios) (since 2009); Trustee of Salient MF Trust (4 portfolios) (since 2015). | ||||
(73) | Board Member (since 2005 for iShares, Inc. and iShares Trust; since 2011 for iShares U.S. ETF Trust); Audit Committee Chair (since 2006 for iShares, Inc. and iShares Trust; since 2011 for iShares U.S. ETF Trust). | Retired; Partner, KPMG LLP (1968-2001). | 333 Funds | Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund | ||||
John E. Kerrigan
| Chief Investment Officer, Santa Clara University (since 2002). | |||||||
Drew E. Lawton (58) | Advisory Board Member/Board Nominee (since 2016 for each Company). | Senior Managing Director of New York Life Insurance Company (2010-2015). | 333 Funds | None | ||||
John E. Martinez
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Name | Position | Principal Occupation(s) During the Past | Number of | Other Directorships | ||||
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(52) | Robert K. Jaedicke Professor of Accounting, Stanford University Graduate School of Business (since 2001); Professor of Law (by courtesy), Stanford Law School (since 2005); Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business(2010-2016). | 333 Funds | Director of Cavium, Inc. (since 2013). | |||||
| Interested Board Members/Board Nominees | ||||||||
Robert S. Kapito1 (60) | Board Member (since 2009 for iShares, Inc. and iShares Trust; since 2011 for iShares U.S. ETF Trust). | President, | Director of BlackRock, Inc. (since 2006). | |||||
| Board Member/Board Nominee (since 2013 for each Company). |
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| Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of |
The Board has concluded that, based on each Board Member/Board Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Board Members, each Board Member/Board Nominee should serve as a Board Member. Among the attributes common to all Board Members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with each Company’s investment adviser, other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Board Members. A Board Member’s ability to perform his or her duties effectively may have been attained through the Board Member’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Companies and the Funds of each Company (and any predecessor funds), other investment funds, public companies, or non-profit entities or other organizations; and/or other life experiences.
Set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Board Member/Board Nominee that led the Board to conclude that he or she should serve (or continue to serve) as a Board Member.
Board Members/ Board Nominees | Experience, Qualifications, Attributes or Skills | |
Independent Board Members/Board Nominees | ||
Jane D. Carlin | Jane D. Carlin has been a Board Member of each Company since 2015 and Chair of the Risk Committee of each Company since 2016. Ms. Carlin has served as a consultant since 2012 and formerly served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of experience in the financial sector and has served in a number of legal, regulatory, and risk management positions. Ms. Carlin has served as an Independent Director on the Board of PHH Corporation since 2012 and as a Director of The | |
Richard L. Fagnani | Richard L. Fagnani has been an Advisory Board Member of each Company since 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently as the U.S. asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at Andersen LLP, where he developed and managed the asset management audit practice. Mr. Fagnani served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has a BS degree in Accounting from LaSalle University. | |
Cecilia H. Herbert | Cecilia H. Herbert has been a Board Member of iShares, Inc. and iShares Trust since 2005, and a Board Member of iShares U.S. ETF Trust since 2011. Ms. Herbert has served as Chair of each Company’s Board since 2016, Chair of the Nominating and Governance Committee of each Company since 2016, and Chair of the Nominating and Governance Committee and the Equity Plus Committee of each Company from 2012 to 2015. Ms. Herbert served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, Ms. Herbert has served as Trustee of the Forward Funds since 2009, which was purchased by Salient Partners in 2015, and has also served as Trustee of the Salient MF Trust since 2015. She has served since 1992 on the Investment | |
Board Members/ Board Nominees | Experience, Qualifications, Attributes or Skills | |
| that board from 1992 to 2013. She previously served as Trustee of the Pacific Select Funds from 2004 to 2005 and Trustee of the Montgomery Funds from 1992 to 2003. She worked from 1973 to 1990 at J.P. Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director and Head of the West Coast Office. Ms. Herbert has been on numerous non-profit boards, chairing investment and finance committees. She holds a double major in economics and communications from Stanford University and an MBA from Harvard Business School. | ||
Charles A. Hurty | Charles A. Hurty has been a Board Member of iShares, Inc. and iShares Trust since 2005, and a Board Member of iShares U.S. ETF Trust since 2011. Mr. Hurty has served as Chair of the Audit Committee of iShares, Inc. and iShares Trust since 2006 and of iShares U.S. ETF Trust since 2011. Mr. Hurty served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, Mr. Hurty has served as Director of the SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (formerly, Citigroup Alternative Investments Multi- Adviser Hedge Fund Portfolios LLC) since 2002. He was a Director of the GMAM Absolute Return Strategy Fund from 2002 to 2015 and was a Director of the CSFB Alternative Investment Funds from 2005 to December 2009, when the funds were liquidated. Mr. Hurty was formerly a Partner at KPMG, LLP from 1968 to 2001, where he held several leadership roles in KPMG’s Investment Management Practice. Prior to joining KPMG, Mr. Hurty was an officer in the United States Army. Mr. Hurty has a BS degree in accounting from the University of Kansas. | |
John E. Kerrigan | John E. Kerrigan has been a Board Member of iShares, Inc. and iShares Trust since 2005, and a Board Member of iShares U.S. ETF Trust since 2011. Mr. Kerrigan served as Chair of the Securities Lending Committee of each Company since 2016, Chair of the Nominating and Governance Committee of iShares, Inc. and iShares Trust from 2010 to 2012, Chair of the Nominating and Governance Committee of iShares U.S. ETF Trust from 2011 to 2012, and Chair of the Fixed Income Plus Committee of each Company from 2012 to 2015. Mr. Kerrigan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan has served as Chief Investment Officer of Santa Clara University since 2002. Mr. Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder. | |
Drew E. Lawton | Drew E. Lawton has been an Advisory Board Member of each Company since 2016. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds from March 2016 through October 2016. Mr. Lawton served in various capacities at New York Life Insurance Company from February 2010 to December 2015, most recently as a Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr. Lawton as a BA degree in Administrative Science from Yale University and an MBA from University of North Texas. | |
Board Members/ Board Nominees | Experience, Qualifications, Attributes or Skills | |
John E. Martinez | John E. Martinez has been a Board Member of iShares, Inc. and iShares Trust since 2003, and a Board Member of iShares U.S. ETF Trust since 2011. Mr. Martinez served as Chair of the Fixed Income Plus Committee of each Company since 2016 and Chair of the Securities Lending Committee of each Company from 2012 to 2015. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity in their homes. Mr. Martinez currently serves as a Board Member for the Cloudera Foundation, whose mission is to apply Cloudera’s data science expertise and discipline to solve global social problems. Mr. Martinez previously served as Director of Barclays Global Investors | |
Madhav V. Rajan | Madhav V. Rajan has been a Board Member of each Company since 2011. Mr. Rajan has served as Chair of the Equity Plus Committee and 15(c) Committee of each Company since 2016, Chair of the Nominating and Governance Committee of each Company in 2016, and Chair of the 15(c) Committee of each Company from 2012 to 2015. Mr. Rajan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. He has taught accounting for over 25 years to undergraduate, MBA and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting: A Managerial Emphasis,” a leading cost accounting textbook. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon University. | |
Board Members/ Board Nominees | Experience, Qualifications, Attributes or Skills | |
Interested Board Members/Board Nominees | ||
Robert Kapito | Robert Kapito has been a Board Member of iShares, Inc. and iShares Trust since 2009, and a Board Member of iShares U.S. ETF Trust since 2011. Mr. Kapito has served as a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of | |
Board Members/ Board Nominees | Experience, Qualifications, Attributes or Skills | |
| experience as part of BlackRock, Inc. and BlackRock, Inc.’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since 2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an MBA degree from Harvard Business School in 1983. | ||
Mark Wiedman | Mark Wiedman has been a Board Member of each Company since 2013. Mr. Wiedman served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2013 to 2015. Mr. Wiedman is the Global Head of BlackRock’s Exchange-Traded Funds and Index Investments Business and Senior Managing Director of BlackRock, Inc. In addition, he is a member of BlackRock’s Global Executive Committee. Prior to assuming his current responsibilities in 2016, Mr. Wiedman was the Global Head of iShares. Mr. Wiedman was previously the head of Corporate Strategy for BlackRock. Mr. Wiedman joined BlackRock in 2004 to help start the advisory business, which evolved into the Financial Markets Advisory Group in BlackRock Solutions. This group advises financial institutions and governments on managing their capital markets exposures and businesses. Prior to BlackRock, he served as senior advisor and chief of staff for the Under Secretary for Domestic Finance at the U.S. Department of the Treasury and also was a management consultant at McKinsey & Co., advising financial institutions in the United States, Europe, and Japan. He has taught as an adjunct associate professor of law at Fordham University in New York and Renmin University in Beijing. Mr. Wiedman serves on the board of PennyMac Financial Services, Inc., a publicly-traded U.S. mortgage banking and investment management firm started in 2008, with BlackRock, Inc. as a sponsor. Mr. Wiedman earned an AB degree, Phi Beta Kappa,magna cum laude, in social studies from Harvard College in 1992 and a JD degree from Yale Law School in 1996. | |
Board Leadership Structure and Committee MeetingsOversight
Each Independent Director/Trustee servesOverall responsibility for oversight of the Funds rests with the Board. The Board has engaged the Adviser to manage the Funds on a day-to-day basis. The Board is responsible for overseeing the Audit CommitteeAdviser and other service providers in the Nominating Committeeoperations of the Funds in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and each Board. (Mr. Martinez was not a memberCompany’s charter. The Board of these Committees prior to August 13, 2009.) The number of times the Board met, including regularly scheduled and special meetings, with respect to each Company is includedcurrently composed of eight members, six of whom are Independent Board Members. Each Company also has two Advisory Board Members. The Board currently conducts regular inAppendix J. With person meetings four times a year. In addition, the exceptionBoard frequently holds special in person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Board Members meet regularly outside the presence of Messrs. Duffie and Kranefuss,management, in executive session or with other service providers to each Company.
The Board has appointed an Independent Board Member to serve in the role of the incumbent Directors/Trustees attendedBoard Chair for each Company. The Board Chair’s role is to preside at least 75% of all meetings of the Board and to act as a liaison with service providers,
officers, attorneys, and other Board Members generally between meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The Board has established seven standing Committees for each Company: a Nominating and Governance Committee, an Audit Committee, a 15(c) Committee, a Risk Committee, a Securities Lending Committee, an Equity Plus Committee and a Fixed Income Plus Committee to assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time the Board may establish ad hoc committees or informal working groups to review and address the policies and practices of the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Board Member. The role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service providers, officers, attorneys and other Board Members between meetings. Each standing Committee meets regularly to conduct the oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and it allocates areas of responsibility among committees of Independent Board Members and the full Board to enhance effective oversight.
Day-to-day risk management with respect to the Funds is the responsibility of the Adviser or other service providers (depending on the nature of the risk), subject to the supervision of the Adviser. Each Fund is subject to a number of risks, including investment, compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk management functions performed by the Adviser and other service providers, as applicable, it is not possible to identify and eliminate all of the risks applicable to the Funds. The Board Members have an oversight role in this area, satisfying themselves that risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk management issues are specifically addressed in presentations and discussions. For example, the Adviser has an independent dedicated Risk and Quantitative Analysis (“RQA”) Group that assists the Adviser in managing fiduciary and corporate risks, including investment, operational, counterparty credit and enterprise risk. Representatives of the RQA Group meet with the Board to discuss their analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds. The Board, directly or through a committee, also reviews reports from, among others, management and the independent registered public accounting firm for the Companies, as appropriate, regarding risks faced by each Fund of each Company and management’s risk functions. The Board has appointed a Chief Compliance Officer (“CCO”) who oversees the implementation and testing of each Company’s compliance program, including assessments by independent third parties, and reports to the Board regarding compliance matters for each respective Company and its principal service providers. In testing and maintaining the compliance program, the CCO (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public accounting firm and the Adviser’s internal audit group to review risk controls in place that support each Fund as well as test results. Board oversight of risk is also performed as needed between meetings through communications between the Adviser and the Board. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities. From time to time, the Board may modify the manner in which it conducts risk oversight. The Board’s oversight role does not make it a guarantor of the Funds’ investment performance or other activities.
Compensation. Information relating to compensation paid to the Board Members/Board Nominees for each Company’s fiscal year ended October 31, 2016 (the date of the most recently completed fiscal year end for each Company) is set forth inAppendix C.
Equity Securities Owned by Board Members/Board Nominees. Information relating to the amount of equity securities owned by Board Members/Board Nominees in the Funds that they oversee or are nominated to oversee in all registered investment companies overseen or to be overseen by the Board Members/Board Nominees within the same family of investment companies as the Companies, as of December 31, 2016, is set forth inAppendix D.
Attendance of Board Members at Shareholders’ Meetings. None of the Companies currently has a formal policy regarding Board members’ attendance at shareholders’ meetings. None of the Companies held, or were required to hold, a meeting at which Board Members were elected during its last fiscal year.
Board Meetings. Information relating to the number of times that the Boards and each committee of the Boards met during each Company’s most recently completed fiscal year ended October 31, 2016 is set forth inAppendix EandAppendix F, respectively. All incumbent Board Members attended greater than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Company’s most recently completed fiscal year.
Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth below.
The Board of each Company has established the following standing committees:
Audit Committee. The members of the Audit Committee are Charles A. Hurty (Chair), John E. Kerrigan and Madhav V. Rajan, each of whom is an Independent Board Member. The purposes of the Audit Committee are to assist the Board (i) in its oversight of each Company’s accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the respective Company; (ii) in its oversight of theeach Company’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in complying with legal and regulatory requirements that relate to theeach Company’s accounting and financial reporting, internal controls, compliance controls and independent audits; and (vi) by assumingto assume such other responsibilities as may be delegated by the Board. The number of times the Audit Committee met with respect to each Company is included inAppendix J.
Nominating and Governance Committee. The members of the Nominating and Governance Committee are Cecilia H. Herbert (Chair), Jane D. Carlin, John E. Martinez and Madhav V. Rajan, each of whom is an Independent Board Member. The Nominating and Governance Committee nominates individuals for Independent DirectorBoard Member membership on the Board and recommends appointments to the Advisory Board. The Nominating Committee’sand Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person properly identified or nominated to serve as an Independent Director/Trustee;Board Member; (ii) recommending to the Board and current Independent Directors/TrusteesBoard Members the nominee(s) for appointment as an Independent Director/TrusteeBoard Member by the Board and current Independent Directors/TrusteesBoard Members and/or for election as Independent Directors/TrusteesBoard Members by shareholders to fill any vacancy for a position of Independent Director(s)/Trustee(s)Board Member(s) on the Board; (iii) recommending to the Board and current Independent Directors/TrusteesBoard Members the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current Independent Director/TrusteeBoard Member to the Board and current Independent Directors/TrusteesBoard Members to serve as Lead Independent Director/Trustee;Board Chair; (v) periodically reviewingperiodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Directors/TrusteesBoard Members for their services as Directors/Trustees,Board Members, members or chairpersons of committees of the Board, Lead Independent Director/Trustee, Chairperson of the Board Chair and any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee currently hasis not adopted a policyrequired to consider Board nomination(s)nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any other capacity)., although the Committee may consider any such nomination if the Committee deems it appropriate after considering all circumstances the Committee’s members deem relevant.
15(c) Committee. Each Independent Board Member serves on the 15(c) Committee. The numberChair of times the Nominating15(c) Committee metis Madhav V. Rajan. The principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for the annual review and renewal of each Company’s advisory and sub-advisory agreements. These responsibilities include: (i) meeting with BlackRock, Inc. over the course of the year in preparation for the Board meeting at which a Company’s advisory and sub-advisory agreements are to be considered to discuss generally the process for providing requested information to the Board and the format in
which information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the respective Company.
Securities Lending Committee. The members of the Securities Lending Committee are John E. Kerrigan (Chair), Jane D. Carlin and Madhav V. Rajan, each of whom is an Independent Board Member. The principal responsibilities of the Securities Lending Committee are to support, oversee and organize on behalf of the Board the process for oversight of each Company’s securities lending activities. These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such other matters and information as may be necessary and appropriate for the Board to oversee a Company’s securities lending activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual approval of each Company’s Securities Lending Guidelines and the required findings with respect to, and annual approval of, the respective Company’s agreement with the lending agent.
Equity Plus Committee. The members of the Equity Plus Committee are Madhav V. Rajan (Chair), Charles A. Hurty and John E. Kerrigan, each of whom is an Independent Board Member. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Company performance and related matters for equity funds. These responsibilities include: (i) reviewing quarterly reports regarding Company performance, secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing a report or recommendation to the Board as appropriate.
Fixed Income Plus Committee.The members of the Fixed Income Plus Committee are John E. Martinez (Chair) and Jane D. Carlin, each of whom is includedan Independent Board Member. The principal responsibilities of the Fixed Income Plus Committee are to support, oversee and organize on behalf of the Board the process for oversight of Company performance and related matters for fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Company performance, secondary market trading and changes inAppendix J. net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the Board from time to time and providing a report or recommendation to the Board as appropriate.
Risk Committee. The members of the Risk Committee are Jane D. Carlin (Chair), Charles A. Hurty and John E. Martinez, each of whom is an Independent Board Member. The principal responsibilities of the Risk Committee are to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most effectively structure itself to oversee them.
As the Chair of the Board, Cecilia H. Herbert may serve as an ex-officio member of each Committee.
Committee Charters.Charters. A copy of each of the joint Audit Committee Charter and thejoint Nominating and Governance Committee Charter is included in Appendix LK andAppendix ML, respectively.
General Information RegardingEach Board unanimously recommends that you vote, or provide voting instructions, “FOR” the Board
Director/Trustee Attendance at Meetings. Neither Company has a policy on Director/Trustee attendance at special meetings of shareholders.
Compensation. Each Company pays each Independent Director/Trustee an annual fee of $90,000 for meetingselection of each Board attendedNominee under Proposal 1.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
For the Meeting, a quorum with respect to a Company is constituted by the Director/Trustee; also each Company pays Charles Hurty an annual fee of $20,000 for service as the chairperson of each Board’s Audit Committee and George G. C. Parker an annual fee of $25,000 for service as each Board’s Lead Independent Director/Trustee. During the period January 1, 2008 through December 31, 2008, each Company paid each Director/Trustee (other than Mr. Kranefuss), an annual fee of $90,000 for meetingsone-third of the Company’s shares outstanding and entitled to vote at the Meeting, present in person or by proxy. If a quorum is not present or a quorum is present but sufficient votes to approve a proposal are not received, or for any other reason, the persons
named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Company’s shares represented at the Meeting in person or by proxy and voting on the question of adjournment. The persons named as proxies will vote those proxies that they are entitled to vote “FOR” a proposal in favor of such an adjournment and will vote those proxies required to be voted “AGAINST” a proposal against such adjournment. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be treated as shares that are present at the Meeting. Abstentions and broker non-votes will have no effect on the outcome of a vote on adjournment. A shareholder vote may be taken on a proposal in this Proxy Statement with respect to any Fund prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. A Board attended byalso may postpone the Director/Trustee; also eachMeeting of shareholders of the respective Company paid Charles Hurty an annual fee of $20,000 for service as the chairperson of each Board’s Audit Committee and George G. C. Parker an annual fee of $25,000 for service as the Board’s Lead Independent Director/Trustee. Each Company also reimburses each Director/Trustee for travel and other out-of-pocket expenses incurred by him or her in connection with attending such meetings. Information relating to compensation paidprior to the Directors/Trustees for each Fund’s most recent fiscal year is set forth inAppendix H.
Equity Securities Owned by the Nominees. Information relatingMeeting with notice to the amountshareholders entitled to vote at or to receive notice of equity securities of each Fund owned by the Nominees as of June 30, 2009 is set forth inAppendix I.
As of December 31, 2008, no Independent Director/Trustee (or his or her immediate family members) owned securities of the Adviser or SEI Investments Distribution Co., each Fund’s principal underwriter (the “Distributor”) or securities in an entity controlling, controlled by or under common control with the Adviser or the Distributor (not including the Funds). As of July 31, 2009, no Independent Director/Trustee (or his or her immediate family members) owned securities of BlackRock or securities in an entity controlling, controlled by or under common control with BlackRock (not including registered investment companies advised by BlackRock or its affiliates).
As of June 30, 2009, the nominees and current Directors/Trustees and officers of each Company, collectively, beneficially owned less than 1% of the total outstanding shares of each Fund.
Each Company, Master Investment Portfolio and Barclays Global Investors Funds, each an open-end management investment company registered under the 1940 Act, are currently considered members of the same fund complex, as defined in Form N-1A under the 1940 Act. With the exception of Lee T. Kranefuss, no nominee serves on the board of trustees of MIP or BGIF.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the 1934 Act as applied to the Companies, requires each Company’s officers, Directors/Trustees, investment adviser, affiliates of the investment adviser and persons who beneficially own more than 10% of a registered class of a Company’s outstanding securities (“Fund Insiders”), to file reports of ownership of a Company’s securities and changes in such ownership with the SEC and the NYSE. Under SEC interpretation and pursuant to specified conditions, Fund Insiders of exchange-traded funds such as the Funds, are not required to file reports under Section 16(a) of the 1934 Act.
Shareholder Approvalthat Meeting.
The affirmative vote of a plurality of votes cast, voted in person or by proxy at the Meeting, is required for the election of each nomineeBoard Nominee to the Board of each Company. Thus, if a quorum is present at the Meeting, the proposal to elect the Board Members will be approved with respect to those Board Nominees who receive the largest number of votes with no majority approval requirement. The votes of each Fund that are series of the same Company will be counted together with respect to the election of the nomineesBoard Nominees to the Board of that Company, and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Company.
RecommendationIf you hold your shares directly (not through a broker-dealer, bank or other financial institution, or variable annuity contract or variable life insurance policy), and if you return a properly executed voting instruction form that does not specify how you wish to vote on Proposal 1, your shares will be voted “FOR” the Board Nominees in Proposal 1.
The Companies expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the Meeting. Broker-dealer firms may, without instructions, give a proxy to vote on “routine” matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The proposal to elect Board Members of each Company is a routine matter. If instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, broker-dealers may vote on Proposal 1, on behalf of the Boardbroker-dealer firms’ customers and beneficial owners. In those cases, the broker-dealer may, but is not required to, vote such shares in the same proportion as those shares for which the broker-dealer has received voting instructions. This practice is commonly referred to as “echo voting.” A properly executed voting instruction form or other authorization by a beneficial owner of Directors/TrusteesFund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE “FOR” THE ELECTION OF THE NOMINEES TO THE BOARD.
INFORMATION REGARDING THE FUNDS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board Members, including a majority of the Independent Registered Public Accounting Firm. The Audit Committee hasBoard Members, of each Company, have selected PricewaterhouseCoopers LLP (“PwC” or the “Independent Registered Public Accounting Firm”), located at Three Embarcadero Center, San Francisco, CA 94111, to serve as the independent registered public accounting firm for each Fund. Representativesthe Funds, as indicated onAppendix H.
No representatives of PwC are not expected towill be present at the Meeting.
Disclosure of Fees.Appendix KH sets forth the fees billed by the Funds’ independent registered public accounting firm for each Fund’sthe two most recent fiscal years the fees billed by PwC for all audit, audit-related, tax and non-auditall other services provided directly to the Fund.Funds. The fee information inAppendix KHis presented under the following captions:
(a) Audit Fees—Fees – fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.
(b) Audit-Related Fees—Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
(c) Tax Fees—Fees – fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.
(d) All Other Fees—Fees – fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
Board Consideration of Non-Audit Services.Each Company’s Audit Committee has considered whetheris required to approve all audit engagement fees and terms for the Funds. Each Company’s Audit Committee also is required to consider and act upon (i) the provision by the Independent Registered Public Accounting Firm of any non-audit services to the Funds, and (ii) the provision by the Independent Registered Public Accounting Firm of non-audit services rendered to the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds (“(the Adviser Affiliate”and such other entities collectively, the “Affiliated Service Providers”) to the extent that were not pre-approved pursuantsuch approval (in the case of this clause (ii)) is required under applicable regulations of the U.S. Securities and Exchange Commission (the “SEC”). SeeAppendix H to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining PwC’s independence,this Proxy Statement for information about the fees paid by the Funds and has determined that the provision of these services do not compromise PwC’s independence.Affiliated Service Providers to the Independent Registered Public Accounting Firm.
The Audit Committee Pre-Approval Policiesof each Company complies with applicable laws and Procedures. Eachregulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the respective Company’s Audit Committee Charter, as most recently amended in June 2009, provides that the Audit Committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Funds’ financial statements. TheCommittee. As noted above, each Company’s Audit Committee must also approve prior to appointment,other non-audit services provided by the engagement of the principal accountant to provide non-audit servicesIndependent Registered Public Accounting Firm to the Funds or any Adviser Affiliate that provides ongoing servicesand to the Funds, if the engagement relatesAffiliated Service Providers that relate directly to the Funds and the operations and financial reporting of the Funds,Funds. Each Company’s Audit Committee has implemented policies and the fee forprocedures by which such services are $25,000 or higher. The services described above that were required tomay be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Company’s Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X were pre-approved as required. Nonebelieves are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the hours expended onIndependent Registered Public Accounting Firm. Each service approved subject to general pre-approval is presented to the principal accountant’s engagement to auditapplicable Company’s Audit Committee for ratification at the next regularly scheduled in person Board meeting.
For each Fund’s financial statements for each Fund’stwo most recently completed fiscal year endedyears, there were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees. The aggregate non-audit fees billedno services rendered by PwC to the Funds for which the general pre-approval requirement was waived.
Each Company’s Audit Committee has considered the provision of non-audit services that were rendered by PwC to the respective Company’s Affiliated Service Providers in connection with determining such auditor’s independence.
The Audit Committee of each Company consists of the following Board Members, all of whom are Independent Board Members:
Charles A. Hurty (Chair)
John E. Kerrigan
Madhav V. Rajan
5% Beneficial Share Ownership
As of the Record Date, to the best of each Fund’s knowledge, the persons listed inAppendix I beneficially owned more than 5% of the outstanding shares of any class of such Fund indicated.
Investment Adviser, Sub-Adviser and Administrator
Adviser. BlackRock Fund Advisors serves as investment adviser to the Companies, and rendered to the Adviser Affiliates for the fiscal years ended December 31, 2008 and December 31, 2007 were $395,000 and $400,000, respectively.is located at 400 Howard Street, San Francisco, CA 94105. BlackRock Fund Advisors is an indirect wholly-owned subsidiary of BlackRock, Inc.
ADDITIONAL INFORMATION ABOUT THE MEETINGS
Expenses and Methods of Proxy Solicitation.Sub-adviser. The expenses of the preparation, printing and mailing of each enclosed proxy card, each accompanying Notice and this Joint Proxy Statement will be borne by Barclays or its affiliates. Barclays or its affiliates will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Funds.
In order to obtain the necessary quorum and vote at each Meeting, supplementary solicitation may be made by mail, telephone, telefax or personal interview by representatives of the Funds,BlackRock International Limited serves as well as by financial services firms or their representatives, who will receive no extra compensation for their services. If, by the time scheduled for a Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes to allow action on the proposal are not received from the shareholders, the Chairman of the applicable Meeting or, if a shareholder vote is called, the shareholders who are present at the applicable Meeting in person or by proxy, may adjourn the applicable Meeting to permit further solicitation of proxies from shareholders. Any Meeting convened on the date it was called may be adjourned without further notice other than announcement at the applicable Meeting for up to 120 days after the original record date for that Meeting with respect to Funds that are series of iShares, Inc. and for up to 180 days after the original record date for that Meeting with respect to Funds that are series of iShares Trust. The Companies, on behalf of the Funds, have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 60 Research Road, Hingham, MA 02043, and D.F. King & Co., Inc. (“D.F. King”), 48 Wall Street, New York, NY 10005, to assist in the solicitation and tabulation of proxies. It is anticipated that Broadridge and D.F. King will together be paid approximately $12,000,000 for such solicitation services (including reimbursements of out-of-pocket expenses). As stated above, these costs will be borne by Barclays or its affiliates.
Authorizations to execute proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the shareholder’s identity. In all cases where a telephonic proxy is solicited, the shareholder may be asked to provide his or her full name, address, certain other information and the number of shares owned and to confirm that the shareholder has received the Joint Proxy Statement and proxy card in the mail. Within 72 hours of receiving a shareholder’s telephonically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder’s instructions and to provide a telephone number to call immediately if the shareholder’s instructions are not correctly reflected in the confirmation.
Quorum. For the first Meeting a quorum with respect to a Fund is constituted by one-third of the Fund’s shares outstanding and entitled to vote at that Meeting, present in person or by proxy. For the second Meeting a quorum with respect to a Company is constituted by one-third of the Company’s shares outstanding and entitled to vote at that Meeting, present in person or by proxy. If a quorum is not present or a quorum is present but sufficient votes to approve each proposal are not received, or for any other reason, the persons named as proxies may propose one or more adjournments of a Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Fund’s (or Company’s for the second Meeting) shares represented at the applicable Meeting in person or by proxy and voting on the question of adjournment. The persons named as proxies will vote those proxies that they are entitled to vote “FOR” a proposal in favor of such an adjournment and will vote those proxies required to be voted “AGAINST” a proposal against such adjournment. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be treated as shares that are present at the applicable Meeting. Abstentions and broker non-votes will have no effect on the outcome of a vote on adjournment. A shareholder vote may be taken on a proposal in this Joint Proxy Statement with respect to any Fund prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. The Board also may postpone a Meeting of shareholders prior to the applicable Meeting with notice to the shareholders entitled to vote at or to receive notice of that Meeting.
Voting Requirements. All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at each Meeting in accordance with the directions on the proxies; if no direction is indicated, the votes will be cast “FOR” Proposal 1 and Proposal 2 at Meeting #1 and if no direction is indicated, the votes will be cast “FOR” ALL Nominees at Meeting #2.
Meeting #1: Proposals 1 and 2.Assuming a quorum is present at each Meeting, approval of Proposal 1 and Proposal 2 at Meeting #1 will require the affirmative vote of a 1940 Act Majority of each Fund’s shares with respect to each proposal.
Meeting #2: Proposal 1.Assuming a quorum is present at each Meeting, approval of Proposal 1 at Meeting #2 will require the affirmative vote of a plurality of the votes cast at the Meeting for each nominee. The votes of each Fund that are series of the same Company will be counted together with respect to the election of the nominees to the Board of that Company and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Company.
Broker Non-Votes and Abstentions. Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients, will request the instructions of such customers and clients on how to vote their shares before each Meeting. The Funds understand that, under the rules of the NYSE, in certain non-routine matters, such as the approval of the New Advisory Agreements (Proposal 1 at Meeting #1) and the change in the classification of certain Funds’ investment objective (Proposal 2 at Meeting #1), a broker member may not authorize any proxy without instructions from the customer. In contrast, beneficial owners who do not return a proxy card may have their shares voted by broker-dealer firms in respect of Proposal 1 at Meeting #2 (the election of Directors/Trustees). Votes that, in accordance with the NYSE rules, are not cast by broker-dealer firms on those non-routine matters because the broker did not receive instructions are called “broker non-votes.” With respect to the proposal to approve the New Advisory Agreements (Proposal 1 at Meeting #1) and the proposal to approve the change in the classification of certain Funds’ investment objective (Proposal 2 at Meeting #1), broker non-votes and abstentions will have the same effect as a vote against the proposal, although they will be considered present for purposes of determining the presence of a quorum at the Meeting. However, broker non-votes and abstentions will not have an effect on the proposal to elect the Board of Directors/Trustees (Proposal 1 at Meeting #2).
Other Matters. Management knows of no other matters to be presented at the Meetings. Under Maryland law, the only matters that may be acted on at a special meeting of shareholders are those stated in the notice of the special meeting. Accordingly, with respectsub-adviser to the Funds that are series of iShares, Inc.listed inAppendix J, other than procedural matters relating to Proposal 1 and Proposal 2 at Meeting #1 and Proposal 1 at Meeting #2, no other business may properly come before either Meeting. If any such procedural matter requiring a vote of shareholders should arise, or any question as to an adjournment of a Meeting is submitted to shareholders, the persons named as proxies will vote on such procedural matters in accordance with their judgment acting in the best interests of the Fund.
With respect to Funds that are series of iShares Trust, if other matters are presented for a vote at a Meeting or any adjournments thereof, the proxy holders will vote the shares represented by properly executed proxies according to their judgment on those matters, acting in the best interests of the Fund.
Distributor.SEI Investments Distribution Co., each Fund’s principal underwriter, is located at Exchange Place One, Freedom Valley Drive, Oaks, PA 19456.1 Semple Street, Edinburgh, EH3 8BL, United Kingdom.
Administrator.Administrator, Custodian and Transfer Agent. State Street Bank and Trust Company is theserves as administrator, custodian and transfer agent for the Funds. State Street’s principal addressFunds, and is One Lincolnlocated at 1 Iron Street, Boston, MA 02111.02210.
Delivery of Proxy Materials.Distributor. A single Joint Proxy Statement and NoticesBlackRock Investments, LLC, an indirect wholly-owned subsidiary of Special Meetings of Shareholders will be delivered to two or more shareholders who share an address, unlessBlackRock, Inc., serves as the distributor for the Funds, have received contrary instructions from one or more shareholders. The Funds will furnish, without charge, upon request, a separate copyand is located at 1 University Square Drive, Princeton, NJ 08540.
Submission of the Joint Proxy Statement and Notices of Special Meetings of Shareholders to any shareholder at a shared address to which a single copy was delivered. Further, shareholders who share an address and are receiving multiple copies of the Joint Proxy Statement and Notices of Special Meetings of Shareholders may contact their broker-dealer in order to receive a single copy of any future proxy statement or notice.Shareholder Proposals
Shareholder Proposals.The Funds are not required to hold annual meetings of shareholders and do not currently intend to hold an annual meeting of shareholders in 2009.2017. The Directors/Trustees will call a special meeting of shareholders of a Fund only if required under the 1940 Act, or in their discretion, or upon the written request of shareholders entitled to cast not less than one-third of all votes of that Fund entitled to be cast at such meeting.
Any Fund shareholder who wishes to submit proposals to be considered at a special meeting of the Fund’s shareholders should send such proposals to the Secretary of the applicable Company Secretary at: 400 HowardPark Avenue Plaza, 55 East 52nd Street, San Francisco, California 94105,New York, NY 10055, Attention: Eilleen M. Clavere,Benjamin Archibald, referencing the name of the particular Fund. Any shareholder proposal intended to be presented at any future meeting of Fund shareholders must be received by the Fund at its principal office a reasonable time before the solicitation of proxies for such meetingFund begins to print and mail its proxy materials in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
Shareholder Communications with the Board.
Shareholders of a Fund who wish to send communications to the Board or a specified Director/Trustee should submit the communication in writing to the attention of the Secretary of the applicable Company Secretary at: 400 HowardPark Avenue Plaza, 55 East 52nd Street, San Francisco, California 94105,New York, NY 10055, Attention: Eilleen M. Clavere,Benjamin Archibald, identifying the correspondence as intended for the Board or a specified Director/Trustee.Board Member.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the CCO, 55 East 52nd Street, New York, NY 10055, Attention: Charles Park. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund at: 400 Howard Street, San Francisco, CA 94105. Such letters may be submitted on an anonymous basis. Expense of Proxy Solicitation Except as otherwise noted below, the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and costs in connection with the solicitation of proxies, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of their respective net assets, except when direct costs can be reasonably attributed to one or more specific Fund(s). Pursuant to a contractual or voluntary expense limitation, the Adviser will bear some or all of the costs associated with the joint proxy statement for certain Funds to the extent the total operating expenses of such Funds, after taking into account the proxy costs allocated to such Funds, exceed the contractual or voluntary expense limitation for such Funds. Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of the Adviser, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation materials to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and other proxy materials to the beneficial owners of each Fund’s shares. The Funds have retained Broadridge, a proxy solicitation firm, located at 1155 Long Island Avenue, Edgewood, NY 11717 to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Broadridge will be paid approximately $2.21 million for solicitation services (including reimbursements of out-of-pocket expenses), which includes approximately $2.2 million for the costs of printing and distributing proxy materials. Broadridge may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. In addition to the solicitation of proxies by Broadridge, officers of each Company and officers and employees of the Adviser and its affiliates also may solicit proxies electronically, by telephone, by fax, in person or by other means. These employees and officers do not receive additional compensation for soliciting proxies. If You Plan to Attend the Joint Special Meeting In Person Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date.Photographic identification will be required for admission to the Meeting. If you hold your shares through a bank, broker or other intermediary, and you wish to attend the Meeting and vote your shares, you must request a “legal proxy” from the bank, broker or other intermediary. General Management does not intend to present and does not have reason to believe that any items of business other than voting with respect to Proposal 1 will be presented at the Meeting. However, if other matters are properly presented at the Meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds. The Meeting as to any Company may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Company, or by the chairperson of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve Proposal 1, or for any other reason consistent with applicable state law and a Company’s By-Laws or Declaration of Trust, as applicable, including to allow for the
further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.
Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or overvia the Internet.Internet OR by signing and dating each enclosed voting instruction form, and returning it (them) in the accompanying postage-paid return envelope.
By Order of the Boards,
Martin Small
President of Directors/Trustees,the Funds
Eilleen M. Clavere
Secretary
iShares, Inc.
iShares Trust
Dated: September 4, 2009May 10, 2017
Defined terms used in these Appendicesappendices and not otherwise defined shall have the same meanings attributed thereto in the Joint Proxy Statement to which these Appendicesappendices are attached.
Appendix A – Company Information/Quorum and Voting Requirements
Information Pertaining to each Fund
The following table showslists (i) shares outstandingeach Company, (ii) the form of organization of each Fund asCompany, (iii) the voting rights of shares/interests in each Company, (iv) the Record Date; and (ii) the net assets of each Fund as of the Record Date.
Fund | Shares Outstanding | Net Assets | |||
iShares, Inc. | |||||
iShares MSCI Australia Index Fund | 77,800,000 | $ | 1,543,444,713.80 | ||
iShares MSCI Austria Investable Market Index Fund | 7,300,000 | $ | 150,292,064.20 | ||
iShares MSCI Belgium Investable Market Index Fund | 4,400,000 | $ | 53,653,415.20 | ||
iShares MSCI Brazil Index Fund | 152,650,000 | $ | 9,209,790,165.95 | ||
iShares MSCI BRIC Index Fund | 13,250,000 | $ | 512,107,372.25 | ||
iShares MSCI Canada Index Fund | 100,800,000 | $ | 2,443,120,444.80 | ||
iShares MSCI Chile Investable Market Index Fund | 6,800,000 | $ | 314,885,900.00 | ||
iShares MSCI Emerging Markets Index Fund | 853,200,000 | $ | 31,108,780,306.80 | ||
iShares MSCI EMU Index Fund | 20,800,000 | $ | 745,446,561.60 | ||
iShares MSCI France Index Fund | 7,600,000 | $ | 184,935,208.00 | ||
iShares MSCI Germany Index Fund | 27,600,000 | $ | 584,241,988.80 | ||
iShares MSCI Hong Kong Index Fund | 137,025,000 | $ | 2,065,121,040.15 | ||
iShares MSCI Israel Capped Investable Market Index Fund | 2,300,000 | $ | 112,715,147.80 | ||
iShares MSCI Italy Index Fund | 6,600,000 | $ | 126,264,369.00 | ||
iShares MSCI Japan Index Fund | 595,800,000 | $ | 6,003,871,833.60 | ||
iShares MSCI Japan Small Cap Index Fund | 800,000 | $ | 34,834,347.20 | ||
iShares MSCI Malaysia Index Fund | 51,225,000 | $ | 500,039,855.33 | ||
iShares MSCI Mexico Investable Market Index Fund | 16,300,000 | $ | 717,384,956.10 | ||
iShares MSCI Netherlands Investable Market Index Fund | 4,100,000 | $ | 76,598,627.20 | ||
iShares MSCI Pacific ex-Japan Index Fund | 91,800,000 | $ | 3,365,393,324.40 | ||
iShares MSCI Singapore Index Fund | 126,300,000 | $ | 1,313,689,115.70 | ||
iShares MSCI South Africa Index Fund | 9,400,000 | $ | 489,553,325.40 | ||
iShares MSCI South Korea Index Fund | 57,100,000 | $ | 2,415,100,857.70 | ||
iShares MSCI Spain Index Fund | 5,700,000 | $ | 272,345,412.90 | ||
iShares MSCI Sweden Index Fund | 7,875,000 | $ | 184,351,789.13 | ||
iShares MSCI Switzerland Index Fund | 12,625,000 | $ | 260,813,032.25 | ||
iShares MSCI Taiwan Index Fund | 277,000,000 | $ | 3,016,468,783.00 | ||
iShares MSCI Thailand Investable Market Index Fund | 2,550,000 | $ | 94,440,002.25 | ||
iShares MSCI Turkey Investable Market Index Fund | 3,950,000 | $ | 198,110,867.50 | ||
iShares MSCI United Kingdom Index Fund | 49,200,000 | $ | 743,577,508.80 | ||
iShares Trust | |||||
iShares iBoxx $ High Yield Corporate Bond Fund | 46,000,000 | $ | 3,703,368,414.00 | ||
iShares iBoxx $ Investment Grade Corporate Bond Fund | 124,700,000 | $ | 12,883,908,729.20 | ||
iShares JPMorgan USD Emerging Markets Bond Fund | 4,200,000 | $ | 406,880,380.20 | ||
iShares Barclays 10-20 Year Treasury Bond Fund | 2,200,000 | $ | 242,290,738.80 | ||
iShares Barclays 1-3 Year Credit Bond Fund | 30,600,000 | $ | 3,127,950,513.00 | ||
iShares Barclays 1-3 Year Treasury Bond Fund | 85,600,000 | $ | 7,166,391,425.60 | ||
iShares Barclays 20+ Year Treasury Bond Fund | 21,900,000 | $ | 2,101,488,324.90 | ||
iShares Barclays 3-7 Year Treasury Bond Fund | 7,200,000 | $ | 801,761,205.60 | ||
Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares Barclays Agency Bond Fund iShares Barclays Aggregate Bond Fund iShares Barclays Credit Bond Fund iShares Barclays Government/Credit Bond Fund iShares Barclays Intermediate Credit Bond Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares Barclays MBS Bond Fund iShares Barclays Short Treasury Bond Fund iShares Barclays TIPS Bond Fund iShares S&P California AMT-Free Municipal Bond Fund iShares S&P National AMT-Free Municipal Bond Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares S&P/Citigroup International Treasury Bond Fund iShares Nasdaq Biotechnology Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Index Fund iShares Russell 2000 Value Index Fund iShares Russell 3000 Growth Index Fund iShares Russell 3000 Index Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Value Index Fund iShares S&P 100 Index Fund iShares S&P 1500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Index Fund iShares S&P 500 Value Index Fund iShares S&P Asia 50 Index Fund iShares S&P Europe 350 Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund Shares Outstanding Net Assets 27,900,000 $ 2,543,903,334.90 2,000,000 $ 214,979,176.00 98,700,000 $ 10,168,469,885.70 3,800,000 $ 377,667,799.40 1,200,000 $ 125,562,396.00 15,800,000 $ 1,588,340,282.80 3,400,000 $ 356,273,447.20 15,500,000 $ 1,641,247,694.00 16,300,000 $ 1,796,021,384.30 150,200,000 $ 15,271,005,077.80 1,500,000 $ 155,796,409.50 13,600,000 $ 1,381,006,750.40 550,000 $ 56,184,171.45 1,500,000 $ 156,120,178.50 500,000 $ 51,786,341.00 400,000 $ 41,305,655.20 19,550,000 $ 1,542,073,169.65 228,750,000 $ 10,283,474,321.25 85,150,000 $ 4,812,420,506.40 150,000,000 $ 8,111,043,000.00 49,600,000 $ 3,115,389,094.40 205,250,000 $ 11,980,996,880.25 67,850,000 $ 3,743,510,983.30 9,100,000 $ 332,756,196.50 49,000,000 $ 2,951,758,775.00 5,750,000 $ 406,752,481.50 8,700,000 $ 331,649,072.10 59,600,000 $ 2,424,046,372.40 56,950,000 $ 4,260,632,697.60 78,300,000 $ 2,650,103,041.50 48,650,000 $ 2,335,739,333.90 6,050,000 $ 280,409,804.40 104,500,000 $ 5,482,666,590.50 192,750,000 $ 19,943,956,029.75 67,750,000 $ 3,402,244,364.75 2,800,000 $ 100,583,436.80 44,300,000 $ 1,635,599,679.80 11,750,000 $ 662,889,786.00 3,800,000 $ 82,427,418.80 1,900,000 $ 76,537,739.90 4,900,000 $ 251,410,439.70 26,550,000 $ 874,899,229.50 6,600,000 $ 301,081,789.80 9,400,000 $ 447,940,033.00 2,350,000 $ 97,121,956.20 11,500,000 $ 369,488,307.00 12,350,000 $ 662,943,973.90 360,000 $ 15,103,175.76 7,150,000 $ 356,545,689.50 4,350,000 $ 227,282,949.90 960,000 $ 33,537,293.76
Fund iShares S&P Global Utilities Sector Index Fund iShares S&P Latin America 40 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P/TOPIX 150 Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares FTSE NAREIT Retail Capped Index Fund iShares KLD 400 Social Index Fund Shares Outstanding Net Assets 3,000,000 $ 137,065,962.00 57,750,000 $ 2,306,652,174.75 26,150,000 $ 1,840,616,467.45 82,050,000 $ 5,416,143,556.05 26,800,000 $ 1,621,845,737.60 27,200,000 $ 1,422,540,660.80 90,350,000 $ 4,608,622,131.10 27,000,000 $ 1,491,438,798.00 73,100,000 $ 2,580,339,940.80 2,800,000 $ 83,792,738.40 2,700,000 $ 117,249,055.20 32,500,000 $ 1,470,624,545.00 2,800,000 $ 80,923,035.20 82,550,000 $ 3,350,892,383.80 5,550,000 $ 376,216,889.85 2,850,000 $ 127,374,437.25 10,850,000 $ 556,841,942.30 6,300,000 $ 171,837,653.40 6,250,000 $ 318,916,518.75 3,300,000 $ 165,628,881.00 21,200,000 $ 653,984,892.80 9,900,000 $ 509,723,527.50 6,550,000 $ 358,082,886.65 3,100,000 $ 135,427,257.20 12,250,000 $ 723,014,342.75 23,400,000 $ 310,455,405.00 11,000,000 $ 561,347,985.00 5,050,000 $ 243,811,374.00 1,450,000 $ 38,422,912.00 5,400,000 $ 264,017,199.60 7,050,000 $ 329,789,278.05 8,250,000 $ 310,662,833.25 1,950,000 $ 98,337,493.80 56,250,000 $ 2,268,085,218.75 5,800,000 $ 118,985,468.80 22,950,000 $ 1,139,876,652.60 27,450,000 $ 492,804,799.20 6,550,000 $ 467,941,170.00 600,000 $ 16,967,820.60 300,000 $ 8,602,843.20 9,800,000 $ 280,047,299.00 150,000 $ 4,247,494.20 250,000 $ 5,291,693.50 2,900,000 $ 43,316,850.50 900,000 $ 21,733,997.40 1,050,000 $ 28,147,506.45 150,000 $ 2,875,561.65 2,100,000 $ 81,638,390.40
Fund iShares KLD Select Social Index Fund iShares Morningstar Large Core Index Fund iShares Morningstar Large Growth Index Fund iShares Morningstar Large Value Index Fund iShares Morningstar Mid Core Index Fund iShares Morningstar Mid Growth Index Fund iShares Morningstar Mid Value Index Fund iShares Morningstar Small Core Index Fund iShares Morningstar Small Growth Index Fund iShares Morningstar Small Value Index Fund iShares FTSE China (HK Listed) Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares FTSE/Xinhua China 25 Index Fund iShares MSCI ACWI ex US Index Fund iShares MSCI ACWI Index Fund iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Index Fund iShares MSCI EAFE Small Cap Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI Kokusai Index Fund iShares NYSE 100 Index Fund iShares NYSE Composite Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P Target Date Retirement Income Index Fund iShares S&P Target Date 2010 Index Fund iShares S&P Target Date 2015 Index Fund iShares S&P Target Date 2020 Index Fund iShares S&P Target Date 2025 Index Fund iShares S&P Target Date 2030 Index Fund iShares S&P Target Date 2035 Index Fund iShares S&P Target Date 2040 Index Fund iShares S&P Conservative Allocation Fund iShares S&P Moderate Allocation Fund iShares S&P Growth Allocation Fund iShares S&P Aggressive Allocation Fund iShares MSCI All Country Asia ex Japan Index Fund iShares MSCI All Peru Capped Index Fund iShares S&P Emerging Markets Infrastructure Index Fund Shares Outstanding Net Assets 2,500,000 $ 111,908,612.50 4,300,000 $ 255,006,223.90 7,450,000 $ 384,531,265.75 3,900,000 $ 203,480,335.50 1,650,000 $ 101,827,421.85 2,300,000 $ 153,431,801.70 1,650,000 $ 98,455,100.70 1,800,000 $ 116,118,185.40 1,400,000 $ 83,938,330.00 1,750,000 $ 106,312,111.50 1,000,000 $ 45,839,841.00 800,000 $ 25,127,976.00 233,400,000 $ 9,475,568,998.80 8,000,000 $ 305,383,464.00 14,300,000 $ 560,141,825.10 24,800,000 $ 1,276,985,802.40 634,200,000 $ 33,461,070,594.00 12,600,000 $ 433,992,787.20 26,800,000 $ 1,326,801,321.60 2,800,000 $ 94,463,759.60 1,300,000 $ 67,238,238.60 1,650,000 $ 101,607,120.45 48,550,000 $ 1,481,700,945.60 7,450,000 $ 351,412,082.15 7,100,000 $ 177,362,764.10 5,300,000 $ 226,065,781.30 6,850,000 $ 286,595,677.25 100,000 $ 2,715,196.30 100,000 $ 2,783,222.80 100,000 $ 2,802,199.10 100,000 $ 2,814,135.80 150,000 $ 4,233,026.85 150,000 $ 4,230,574.05 100,000 $ 2,819,958.70 100,000 $ 2,817,701.30 500,000 $ 13,353,612.00 750,000 $ 20,416,934.25 1,050,000 $ 29,016,364.65 750,000 $ 21,034,704.00 22,200,000 $ 1,095,658,311.60 2,500,000 $ 71,666,715.00 300,000 $ 8,176,729.50
Dates of Current Advisory Agreements
The following table shows the date of (i) each Fund’s Current Advisory Agreement; and (ii) the last submission of the Current Advisory Agreement to a vote of the shareholders of the Fund. The Current Advisory Agreementquorum requirement for each Fund was last approved byCompany and (v) the Board on June 17, 2009,vote required to approve Proposal 1 with the exception that the Board last approved the Current Advisory Agreements for iShares S&P Emerging Markets Infrastructure Index Fund and the iShares All Peru Capped Index Fund on March 5, 2008 and September 24, 2008, respectively (each, for an initial two-year term).respect to each Company.
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| Delaware Statutory Trust | Holders of shares entitled to vote, present in person or by proxy, representing one-third of the | Affirmative vote of a plurality of votes cast | |||||
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| * | If a quorum is present at the Meeting, the proposal to elect the Board Members will be approved with respect to those Board Nominees who receive the largest number of votes with no majority approval requirement. |
Appendix B – Shares Outstanding/Net Assets
For the Funds listed in the tables below, shareholders are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote. The tables below set forth the number of shares outstanding and the net assets of each Fund, each as of the Record Date:
Fund | Shares Outstanding | Net Assets | ||||||
| iShares, Inc. | ||||||||
iShares MSCI USA Equal Weighted ETF | 2,550,000 | $ | 128,164,607.20 | |||||
iShares Asia/Pacific Dividend ETF | 950,000 | $ | 46,069,804.34 | |||||
iShares Core MSCI Emerging Markets ETF | 588,600,000 | $ | 28,862,000,925.09 | |||||
iShares Currency Hedged MSCI Emerging Markets ETF | 12,250,000 | $ | 286,632,911.18 | |||||
iShares Edge MSCI Min Vol EM Currency Hedged ETF | 250,000 | $ | 6,224,665.13 | |||||
iShares Edge MSCI Min Vol Emerging Markets ETF | 69,500,000 | $ | 3,795,778,492.36 | |||||
iShares Edge MSCI Min Vol Global ETF | 40,000,000 | $ | 3,116,789,929.99 | |||||
iShares Edge MSCI Multifactor Emerging Markets ETF | 1,000,000 | $ | 41,381,950.31 | |||||
iShares Emerging Markets Dividend ETF | 7,500,000 | $ | 300,541,605.93 | |||||
iShares MSCI Australia ETF | 84,800,000 | $ | 1,918,065,462.89 | |||||
iShares MSCI Austria Capped ETF | 7,000,000 | $ | 137,561,990.14 | |||||
iShares MSCI Belgium Capped ETF | 4,560,000 | $ | 89,678,943.92 | |||||
iShares MSCI Brazil Capped ETF | 148,100,000 | $ | 5,646,644,079.40 | |||||
iShares MSCI BRIC ETF | 8,300,000 | $ | 306,333,936.98 | |||||
iShares MSCI Canada ETF | 118,000,000 | $ | 3,091,387,839.48 | |||||
iShares MSCI Chile Capped ETF | 11,350,000 | $ | 496,918,667.15 | |||||
iShares MSCI Colombia Capped ETF | 1,350,000 | $ | 18,358,564.77 | |||||
iShares MSCI EM ESG Optimized ETF | 850,000 | $ | 53,051,222.87 | |||||
iShares MSCI Emerging Markets Asia ETF | 5,400,000 | $ | 332,831,934.49 | |||||
iShares MSCI Emerging Markets ETF | 759,600,000 | $ | 30,711,524,946.60 | |||||
iShares MSCI Emerging Markets Small-Cap ETF | 4,600,000 | $ | 214,545,592.49 | |||||
iShares MSCI Eurozone ETF | 266,600,000 | $ | 10,551,233,233.14 | |||||
iShares MSCI France ETF | 13,600,000 | $ | 383,320,422.48 | |||||
iShares MSCI Frontier 100 ETF | 20,600,000 | $ | 585,674,372.55 | |||||
iShares MSCI Germany ETF | 159,000,000 | $ | 4,749,845,060.26 | |||||
iShares MSCI Global Agriculture Producers ETF | 1,050,000 | $ | 27,522,058.00 | |||||
iShares MSCI Global Energy Producers ETF | 1,800,000 | $ | 34,291,913.06 | |||||
iShares MSCI Global Gold Miners ETF | 12,050,000 | $ | 215,253,710.81 | |||||
iShares MSCI Global Metals & Mining Producers ETF | 10,350,000 | $ | 281,992,590.97 | |||||
iShares MSCI Global Silver Miners ETF | 5,700,000 | $ | 62,173,525.60 | |||||
iShares MSCI Hong Kong ETF | 73,725,000 | $ | 1,697,788,844.07 | |||||
iShares MSCI Israel Capped ETF | 1,950,000 | $ | 101,200,717.50 | |||||
iShares MSCI Italy Capped ETF | 21,900,000 | $ | 582,892,646.36 | |||||
iShares MSCI Japan ETF | 305,700,000 | $ | 15,940,077,159.80 | |||||
iShares MSCI Japan Small-Cap ETF | 1,900,000 | $ | 128,452,167.33 | |||||
iShares MSCI Malaysia ETF | 11,850,000 | $ | 378,298,590.40 | |||||
iShares MSCI Mexico Capped ETF | 25,100,000 | $ | 1,310,957,847.00 | |||||
iShares MSCI Netherlands ETF | 6,200,000 | $ | 176,125,716.53 | |||||
iShares MSCI Pacific ex Japan ETF | 64,800,000 | $ | 2,923,929,371.93 | |||||
iShares MSCI Russia Capped ETF | 16,150,000 | $ | 517,991,479.74 | |||||
iShares MSCI Singapore Capped ETF | 22,700,000 | $ | 527,670,353.36 | |||||
iShares MSCI South Africa ETF | 7,400,000 | $ | 436,383,311.50 | |||||
iShares MSCI South Korea Capped ETF | 50,750,000 | $ | 3,205,008,500.41 | |||||
Fund iShares, Inc. iShares MSCI Spain Capped ETF iShares MSCI Sweden Capped ETF iShares MSCI Switzerland Capped ETF iShares MSCI Taiwan Capped ETF iShares MSCI Thailand Capped ETF iShares MSCI Turkey ETF iShares MSCI World ETF iShares Emerging Markets Corporate Bond ETF iShares Emerging Markets High Yield Bond ETF iShares Emerging Markets Local Currency Bond ETF iShares Global High Yield Corporate Bond ETF iShares International High Yield Bond ETF iShares Trust iShares Cohen & Steers REIT ETF iShares Core Aggressive Allocation ETF iShares Core Conservative Allocation ETF iShares Core Dividend Growth ETF iShares Core Growth Allocation ETF iShares Core High Dividend ETF iShares Core Moderate Allocation ETF iShares Core S&P 500 ETF iShares Core S&P Mid-Cap ETF iShares Core S&P Small-Cap ETF iShares Core S&P Total U.S. Stock Market ETF iShares Core S&P U.S. Growth ETF iShares Core S&P U.S. Value ETF iShares Core U.S. REIT ETF iShares Dow Jones U.S. ETF iShares Edge MSCI Min Vol USA ETF iShares Edge MSCI Min Vol USA Small-Cap ETF iShares Edge MSCI Multifactor Consumer Discretionary ETF iShares Edge MSCI Multifactor Consumer Staples ETF iShares Edge MSCI Multifactor Energy ETF iShares Edge MSCI Multifactor Financials ETF iShares Edge MSCI Multifactor Healthcare ETF iShares Edge MSCI Multifactor Industrials ETF iShares Edge MSCI Multifactor Materials ETF iShares Edge MSCI Multifactor Technology ETF iShares Edge MSCI Multifactor USA ETF iShares Edge MSCI Multifactor USA Small-Cap ETF iShares Edge MSCI Multifactor Utilities ETF iShares Edge MSCI USA Momentum Factor ETF iShares Edge MSCI USA Quality Factor ETF iShares Edge MSCI USA Size Factor ETF iShares Edge MSCI USA Value Factor ETF iShares International Dividend Growth ETF iShares Micro-Cap ETF iShares Morningstar Large-Cap ETF Shares Outstanding Net Assets 38,775,000 $ 1,251,879,035.56 10,875,000 $ 364,093,868.68 33,375,000 $ 1,118,389,252.09 99,400,000 $ 3,399,719,197.68 5,550,000 $ 431,057,825.38 10,150,000 $ 404,582,040.51 5,600,000 $ 444,183,633.83 1,450,000 $ 73,454,011.40 5,050,000 $ 254,325,838.40 5,400,000 $ 247,787,176.69 3,800,000 $ 188,126,562.32 1,300,000 $ 62,703,973.57 32,500,000 $ 3,260,613,312.66 12,100,000 $ 614,770,117.88 10,250,000 $ 344,658,089.06 46,500,000 $ 1,430,785,921.58 22,300,000 $ 957,712,736.81 79,650,000 $ 6,617,266,996.03 18,150,000 $ 667,450,196.43 453,100,000 $ 108,897,544,145.79 231,000,000 $ 39,941,588,261.17 430,700,000 $ 30,107,041,583.81 154,900,000 $ 8,475,846,184.01 45,300,000 $ 2,152,895,683.76 37,600,000 $ 1,894,117,634.11 2,550,000 $ 125,324,856.84 9,300,000 $ 1,113,859,273.72 262,900,000 $ 12,703,298,624.35 300,000 $ 8,198,150.86 100,000 $ 2,817,381.55 100,000 $ 2,525,964.13 100,000 $ 2,497,825.45 100,000 $ 3,104,901.93 100,000 $ 2,817,441.28 100,000 $ 2,952,220.67 100,000 $ 2,983,557.08 100,000 $ 3,449,927.52 13,550,000 $ 380,739,582.19 1,350,000 $ 48,761,726.50 100,000 $ 2,621,623.47 31,050,000 $ 2,642,531,631.68 50,800,000 $ 3,723,083,487.50 3,600,000 $ 274,223,184.62 37,500,000 $ 2,750,354,871.03 450,000 $ 23,767,165.73 9,800,000 $ 849,128,452.95 5,750,000 $ 824,557,567.83
Fund iShares Trust iShares Morningstar Large-Cap Growth ETF iShares Morningstar Large-Cap Value ETF iShares Morningstar Mid-Cap ETF iShares Morningstar Mid-Cap Growth ETF iShares Morningstar Mid-Cap Value ETF iShares Morningstar Small-Cap ETF iShares Morningstar Small-Cap Growth ETF iShares Morningstar Small-Cap Value ETF iShares Mortgage Real Estate Capped ETF iShares MSCI KLD 400 Social ETF iShares MSCI USA ESG Optimized ETF iShares MSCI USA ESG Select ETF iShares Nasdaq Biotechnology ETF iShares North American Natural Resources ETF iShares North American Tech ETF iShares North American Tech-Multimedia Networking ETF iShares North American Tech-Software ETF iShares PHLX Semiconductor ETF iShares Residential Real Estate Capped ETF iShares Russell 1000 ETF iShares Russell 1000 Growth ETF iShares Russell 1000 Value ETF iShares Russell 2000 ETF iShares Russell 2000 Growth ETF iShares Russell 2000 Value ETF iShares Russell 3000 ETF iShares Russell Mid-Cap ETF iShares Russell Mid-Cap Growth ETF iShares Russell Mid-Cap Value ETF iShares Russell Top 200 ETF iShares Russell Top 200 Growth ETF iShares Russell Top 200 Value ETF iShares S&P 100 ETF iShares S&P 500 Growth ETF iShares S&P 500 Value ETF iShares S&P Mid-Cap 400 Growth ETF iShares S&P Mid-Cap 400 Value ETF iShares S&P Small-Cap 600 Growth ETF iShares S&P Small-Cap 600 Value ETF iShares Select Dividend ETF iShares Transportation Average ETF iShares U.S. Aerospace & Defense ETF iShares U.S. Basic Materials ETF iShares U.S. Broker-Dealers & Securities Exchanges ETF iShares U.S. Consumer Goods ETF iShares U.S. Consumer Services ETF iShares U.S. Energy ETF iShares U.S. Financial Services ETF iShares U.S. Financials ETF Shares Outstanding Net Assets 5,350,000 $ 733,994,898.22 4,000,000 $ 379,989,795.60 4,450,000 $ 748,008,703.96 1,200,000 $ 214,250,354.07 2,600,000 $ 383,055,766.57 1,500,000 $ 241,856,150.21 750,000 $ 116,543,462.99 3,350,000 $ 479,583,113.74 29,200,000 $ 1,358,250,273.96 9,350,000 $ 824,298,481.27 100,000 $ 5,232,004.26 5,350,000 $ 534,053,135.35 27,450,000 $ 8,188,624,884.70 29,750,000 $ 981,230,160.42 8,100,000 $ 1,163,140,896.38 1,800,000 $ 81,067,676.42 6,900,000 $ 908,481,281.77 6,850,000 $ 931,446,276.86 6,500,000 $ 411,325,587.06 134,400,000 $ 17,876,492,193.39 303,900,000 $ 35,557,011,609.73 324,900,000 $ 37,256,955,083.39 287,700,000 $ 40,019,658,137.68 46,900,000 $ 7,736,060,765.47 73,100,000 $ 8,660,897,233.01 52,850,000 $ 7,490,178,923.08 82,950,000 $ 15,678,347,735.45 70,050,000 $ 7,400,806,821.52 113,350,000 $ 9,430,732,714.10 2,000,000 $ 109,361,896.52 14,200,000 $ 900,503,837.65 4,700,000 $ 225,611,781.47 45,450,000 $ 4,821,547,405.25 130,350,000 $ 17,588,165,289.39 130,750,000 $ 13,580,155,468.24 33,500,000 $ 6,521,585,675.89 40,000,000 $ 5,928,282,121.61 27,250,000 $ 4,233,401,412.98 33,600,000 $ 4,684,456,088.48 187,900,000 $ 17,133,875,668.24 5,850,000 $ 964,536,873.21 18,500,000 $ 2,840,082,211.80 10,750,000 $ 956,399,385.75 3,150,000 $ 161,017,691.12 5,600,000 $ 659,496,718.31 4,350,000 $ 722,468,030.57 31,100,000 $ 1,150,086,796.20 13,100,000 $ 1,428,733,585.44 16,250,000 $ 1,694,650,478.74
Fund iShares Trust iShares U.S. Healthcare ETF iShares U.S. Healthcare Providers ETF iShares U.S. Home Construction ETF iShares U.S. Industrials ETF iShares U.S. Insurance ETF iShares U.S. Medical Devices ETF iShares U.S. Oil & Gas Exploration & Production ETF iShares U.S. Oil Equipment & Services ETF iShares U.S. Pharmaceuticals ETF iShares U.S. Preferred Stock ETF iShares U.S. Real Estate ETF iShares U.S. Regional Banks ETF iShares U.S. Technology ETF iShares U.S. Telecommunications ETF iShares U.S. Utilities ETF iShares Adaptive Currency Hedged MSCI EAFE ETF iShares Adaptive Currency Hedged MSCI Eurozone ETF iShares Adaptive Currency Hedged MSCI Japan ETF iShares Asia 50 ETF iShares China Large-Cap ETF iShares Core MSCI EAFE ETF iShares Core MSCI Europe ETF iShares Core MSCI International Developed Markets ETF iShares Core MSCI Pacific ETF iShares Core MSCI Total International Stock ETF iShares Currency Hedged JPX-Nikkei 400 ETF iShares Currency Hedged MSCI ACWI ETF iShares Currency Hedged MSCI ACWI ex U.S. ETF iShares Currency Hedged MSCI Australia ETF iShares Currency Hedged MSCI Canada ETF iShares Currency Hedged MSCI EAFE ETF iShares Currency Hedged MSCI EAFE Small-Cap ETF iShares Currency Hedged MSCI Europe Small-Cap ETF iShares Currency Hedged MSCI Eurozone ETF iShares Currency Hedged MSCI Germany ETF iShares Currency Hedged MSCI Italy ETF iShares Currency Hedged MSCI Japan ETF iShares Currency Hedged MSCI Mexico ETF iShares Currency Hedged MSCI South Korea ETF iShares Currency Hedged MSCI Spain ETF iShares Currency Hedged MSCI Switzerland ETF iShares Currency Hedged MSCI United Kingdom ETF iShares Edge MSCI Intl Momentum Factor ETF iShares Edge MSCI Intl Quality Factor ETF iShares Edge MSCI Intl Size Factor ETF iShares Edge MSCI Intl Value Factor ETF iShares Edge MSCI Min Vol Asia ex Japan ETF iShares Edge MSCI Min Vol EAFE Currency Hedged ETF iShares Edge MSCI Min Vol EAFE ETF Shares Outstanding Net Assets 11,700,000 $ 1,864,479,419.04 3,850,000 $ 540,564,561.60 46,050,000 $ 1,478,152,801.64 7,900,000 $ 1,017,130,864.68 2,700,000 $ 163,616,521.26 7,900,000 $ 1,254,428,692.79 7,200,000 $ 416,036,914.31 5,900,000 $ 220,489,003.25 4,700,000 $ 715,864,338.31 451,250,000 $ 17,537,413,318.67 62,500,000 $ 4,953,899,786.30 16,200,000 $ 723,260,233.58 24,600,000 $ 3,440,507,389.21 15,200,000 $ 517,584,681.15 6,200,000 $ 798,056,069.27 100,000 $ 2,677,909.99 100,000 $ 2,704,315.31 200,000 $ 5,116,574.08 8,100,000 $ 439,612,021.43 80,400,000 $ 3,087,432,424.14 403,800,000 $ 24,185,464,330.09 44,600,000 $ 2,051,847,650.10 600,000 $ 31,490,235.72 18,200,000 $ 969,287,106.76 102,900,000 $ 5,800,434,310.41 100,000 $ 2,613,518.94 100,000 $ 2,669,210.66 2,900,000 $ 72,388,354.01 150,000 $ 3,661,865.83 100,000 $ 2,547,675.40 149,250,000 $ 4,201,495,357.34 250,000 $ 7,072,247.08 50,000 $ 1,391,722.46 49,150,000 $ 1,458,145,828.44 26,350,000 $ 747,267,891.32 400,000 $ 6,459,963.20 39,900,000 $ 1,142,289,983.75 150,000 $ 3,210,882.39 50,000 $ 1,361,221.57 2,450,000 $ 58,160,316.51 150,000 $ 3,962,723.14 3,700,000 $ 86,891,754.17 800,000 $ 21,732,592.00 900,000 $ 24,467,459.87 400,000 $ 10,400,449.68 3,200,000 $ 76,062,014.07 200,000 $ 6,514,057.35 700,000 $ 18,291,701.34 95,100,000 $ 6,431,145,045.77
Fund iShares Trust iShares Edge MSCI Min Vol Europe Currency Hedged ETF iShares Edge MSCI Min Vol Europe ETF iShares Edge MSCI Min Vol Global Currency Hedged ETF iShares Edge MSCI Min Vol Japan ETF iShares Edge MSCI Multifactor Global ETF iShares Edge MSCI Multifactor Intl ETF iShares Edge MSCI Multifactor Intl Small-Cap ETF iShares Emerging Markets Infrastructure ETF iShares Europe Developed Real Estate ETF iShares Europe ETF iShares Exponential Technologies ETF iShares Global 100 ETF iShares Global Clean Energy ETF iShares Global Consumer Discretionary ETF iShares Global Consumer Staples ETF iShares Global Energy ETF iShares Global Financials ETF iShares Global Healthcare ETF iShares Global Industrials ETF iShares Global Infrastructure ETF iShares Global Materials ETF iShares Global REIT ETF iShares Global Tech ETF iShares Global Telecom ETF iShares Global Timber & Forestry ETF iShares Global Utilities ETF iShares India 50 ETF iShares International Developed Property ETF iShares International Developed Real Estate ETF iShares International Preferred Stock ETF iShares International Select Dividend ETF iShares JPX-Nikkei 400 ETF iShares Latin America 40 ETF iShares MSCI Argentina and Global Exposure ETF iShares MSCI ACWI ETF iShares MSCI ACWI ex U.S. ETF iShares MSCI ACWI Low Carbon Target ETF iShares MSCI All Country Asia ex Japan ETF iShares MSCI All Peru Capped ETF iShares MSCI Brazil Small-Cap ETF iShares MSCI China A ETF iShares MSCI China ETF iShares MSCI China Small-Cap ETF iShares MSCI Denmark Capped ETF iShares MSCI EAFE ESG Optimized ETF iShares MSCI EAFE ETF iShares MSCI EAFE Growth ETF iShares MSCI EAFE Small-Cap ETF iShares MSCI EAFE Value ETF Shares Outstanding Net Assets 150,000 $ 3,681,532.67 1,050,000 $ 25,050,144.05 100,000 $ 2,739,921.37 500,000 $ 30,162,451.01 800,000 $ 21,094,299.11 9,200,000 $ 239,282,050.77 500,000 $ 13,855,683.94 1,500,000 $ 48,018,736.00 1,150,000 $ 41,970,741.67 61,100,000 $ 2,663,575,606.89 33,150,000 $ 1,014,741,424.94 18,800,000 $ 1,568,643,964.61 9,500,000 $ 81,717,616.02 2,400,000 $ 238,869,081.15 6,100,000 $ 614,406,536.20 27,900,000 $ 902,504,047.62 6,350,000 $ 390,693,120.07 14,450,000 $ 1,522,708,123.72 2,600,000 $ 216,034,759.14 36,400,000 $ 1,574,880,817.46 4,300,000 $ 256,062,658.07 13,800,000 $ 353,157,611.77 8,600,000 $ 1,110,882,404.55 5,100,000 $ 299,243,007.77 4,200,000 $ 249,824,564.15 2,850,000 $ 137,927,347.02 26,250,000 $ 866,857,121.75 3,700,000 $ 136,220,303.78 18,500,000 $ 525,653,428.22 3,900,000 $ 64,858,643.96 126,200,000 $ 4,041,732,014.55 1,500,000 $ 84,998,693.97 38,250,000 $ 1,222,702,297.20 100,000 $ 2,532,685.45 103,200,000 $ 6,665,488,875.22 47,600,000 $ 2,133,335,030.47 3,600,000 $ 381,802,577.13 48,600,000 $ 3,136,464,543.82 6,350,000 $ 215,011,128.28 4,250,000 $ 60,838,764.65 350,000 $ 9,139,606.83 45,000,000 $ 2,308,456,180.05 450,000 $ 20,367,191.24 1,000,000 $ 59,841,321.77 2,000,000 $ 123,591,742.96 1,089,000,000 $ 69,935,154,007.32 37,600,000 $ 2,706,831,887.59 134,200,000 $ 7,632,189,795.22 95,600,000 $ 4,938,349,496.48
Fund iShares Trust iShares MSCI Europe Financials ETF iShares MSCI Europe Small-Cap ETF iShares MSCI Finland Capped ETF iShares MSCI Germany Small-Cap ETF iShares MSCI Global Impact ETF iShares MSCI India ETF iShares MSCI India Small-Cap ETF iShares MSCI Indonesia ETF iShares MSCI Ireland Capped ETF iShares MSCI Kokusai ETF iShares MSCI New Zealand Capped ETF iShares MSCI Norway Capped ETF iShares MSCI Philippines ETF iShares MSCI Poland Capped ETF iShares MSCI Qatar Capped ETF iShares MSCI Saudi Arabia Capped ETF iShares MSCI UAE Capped ETF iShares MSCI United Kingdom ETF iShares MSCI United Kingdom Small-Cap ETF iShares 0-5 Year High Yield Corporate Bond ETF iShares 0-5 Year Investment Grade Corporate Bond ETF iShares 0-5 Year TIPS Bond ETF iShares 10+ Year Credit Bond ETF iShares 10-20 Year Treasury Bond ETF iShares 1-3 Year Credit Bond ETF iShares 1-3 Year Treasury Bond ETF iShares 20+ Year Treasury Bond ETF iShares 3-7 Year Treasury Bond ETF iShares 7-10 Year Treasury Bond ETF iShares Aaa — A Rated Corporate Bond ETF iShares Agency Bond ETF iShares California Muni Bond ETF iShares CMBS ETF iShares Convertible Bond ETF iShares Core 10+ Year USD Bond ETF iShares Core 1-5 Year USD Bond ETF iShares Core 5-10 Year USD Bond ETF iShares Core Total USD Bond Market ETF iShares Core U.S. Aggregate Bond ETF iShares Fallen Angels USD Bond ETF iShares Floating Rate Bond ETF iShares GNMA Bond ETF iShares Government/Credit Bond ETF iShares iBoxx $ High Yield Corporate Bond ETF iShares iBoxx $ High Yield ex Oil & Gas Corporate Bond ETF iShares iBoxx $ Investment Grade Corporate Bond ETF iShares Intermediate Credit Bond ETF iShares Intermediate Government/Credit Bond ETF iShares J.P. Morgan USD Emerging Markets Bond ETF Shares Outstanding Net Assets 46,100,000 $ 988,547,394.91 1,950,000 $ 99,823,522.17 900,000 $ 34,172,971.23 500,000 $ 24,908,197.76 400,000 $ 21,119,058.15 155,250,000 $ 4,987,899,722.85 3,750,000 $ 167,855,033.77 19,900,000 $ 527,868,289.60 1,600,000 $ 68,643,876.09 3,000,000 $ 178,134,956.58 3,550,000 $ 153,396,394.26 1,200,000 $ 26,754,798.79 5,300,000 $ 191,539,757.37 12,100,000 $ 290,107,412.13 2,350,000 $ 44,444,021.30 350,000 $ 8,684,054.13 2,450,000 $ 42,480,018.75 82,300,000 $ 2,738,670,995.36 900,000 $ 35,709,182.91 50,100,000 $ 2,381,494,553.39 7,300,000 $ 367,723,299.24 12,550,000 $ 1,266,398,557.98 13,900,000 $ 828,074,310.46 3,900,000 $ 528,647,772.11 110,250,000 $ 11,588,157,821.81 129,700,000 $ 10,963,597,013.90 54,500,000 $ 6,624,886,265.63 54,100,000 $ 6,685,541,464.61 73,200,000 $ 7,787,674,193.00 2,000,000 $ 103,704,781.03 4,350,000 $ 492,800,763.53 6,300,000 $ 732,589,132.01 4,650,000 $ 238,674,577.42 3,350,000 $ 173,370,120.12 7,750,000 $ 479,138,749.14 17,400,000 $ 872,248,697.24 600,000 $ 29,592,290.10 17,800,000 $ 900,921,033.41 406,200,000 $ 44,200,214,175.66 400,000 $ 10,918,989.62 108,500,000 $ 5,509,551,987.44 3,450,000 $ 171,839,321.34 1,100,000 $ 124,656,416.93 220,500,000 $ 19,333,223,035.45 200,000 $ 10,400,745.03 265,900,000 $ 31,490,594,855.03 64,300,000 $ 7,026,224,550.63 21,550,000 $ 2,382,110,923.49 95,000,000 $ 10,867,424,318.67
Fund iShares Trust iShares MBS ETF iShares Morningstar Multi-Asset Income ETF iShares National Muni Bond ETF iShares New York Muni Bond ETF iShares Short Treasury Bond ETF iShares Short-Term National Muni Bond ETF iShares TIPS Bond ETF iShares Treasury Floating Rate Bond ETF iShares U.S. Credit Bond ETF iShares U.S. Treasury Bond ETF iShares Yield Optimized Bond ETF iShares iBonds Dec 2017 Term Corporate ETF iShares iBonds Dec 2018 Term Corporate ETF iShares iBonds Dec 2019 Term Corporate ETF iShares iBonds Dec 2020 Term Corporate ETF iShares iBonds Dec 2021 Term Corporate ETF iShares iBonds Dec 2021 Term Muni Bond ETF iShares iBonds Dec 2022 Term Corporate ETF iShares iBonds Dec 2022 Term Muni Bond ETF iShares iBonds Dec 2023 Term Corporate ETF iShares iBonds Dec 2024 Term Corporate ETF iShares iBonds Dec 2025 Term Corporate ETF iShares iBonds Dec 2026 Term Corporate ETF iShares iBonds Mar 2018 Term Corporate ETF iShares iBonds Mar 2018 Term Corporate ex-Financials ETF iShares iBonds Mar 2020 Term Corporate ETF iShares iBonds Mar 2020 Term Corporate ex-Financials ETF iShares iBonds Mar 2023 Term Corporate ETF iShares iBonds Mar 2023 Term Corporate ex-Financials ETF iShares iBonds Dec 2023 Term Muni Bond ETF iShares iBonds Sep 2017 Term Muni Bond ETF iShares iBonds Sep 2018 Term Muni Bond ETF iShares iBonds Sep 2019 Term Muni Bond ETF iShares iBonds Sep 2020 Term Muni Bond ETF iShares 1-3 Year International Treasury Bond ETF iShares Core International Aggregate Bond ETF iShares Currency Hedged International High Yield Bond ETF iShares International Treasury Bond ETF iShares U.S. ETF Trust iShares Commodities Select Strategy ETF iShares Edge U.S. Fixed Income Balanced Risk ETF iShares Interest Rate Hedged 10+ Year Credit Bond ETF iShares Interest Rate Hedged Corporate Bond ETF iShares Interest Rate Hedged Emerging Markets Bond ETF iShares Interest Rate Hedged High Yield Bond ETF iShares Short Maturity Bond ETF iShares Short Maturity Municipal Bond ETF iShares Ultra Short-Term Bond ETF Shares Outstanding Net Assets 98,600,000 $ 10,523,026,404.40 12,300,000 $ 310,250,556.68 73,300,000 $ 7,993,329,233.81 2,300,000 $ 253,562,551.98 43,600,000 $ 4,807,200,082.52 13,500,000 $ 1,426,522,313.32 199,000,000 $ 22,729,042,862.44 600,000 $ 30,101,905.27 12,200,000 $ 1,344,186,432.19 155,100,000 $ 3,900,530,215.42 750,000 $ 18,687,391.28 5,850,000 $ 145,122,799.13 10,550,000 $ 264,954,592.94 12,300,000 $ 306,352,170.37 12,150,000 $ 308,498,882.07 13,650,000 $ 339,156,931.82 4,650,000 $ 119,429,615.71 10,000,000 $ 249,815,761.64 4,300,000 $ 111,075,177.68 5,850,000 $ 146,190,724.43 4,800,000 $ 118,943,042.94 6,750,000 $ 166,700,307.87 1,100,000 $ 26,611,307.31 4,000,000 $ 102,367,084.44 3,650,000 $ 89,825,461.02 3,350,000 $ 87,697,338.58 3,450,000 $ 84,912,058.45 3,200,000 $ 84,778,707.68 1,900,000 $ 46,283,661.42 100,000 $ 2,515,392.00 7,700,000 $ 209,667,918.15 7,600,000 $ 193,388,218.89 7,050,000 $ 179,757,822.60 6,950,000 $ 177,738,725.02 900,000 $ 71,392,586.65 5,350,000 $ 277,086,424.88 50,000 $ 1,340,733.86 6,450,000 $ 598,256,183.10 6,700,000 $ 220,143,969.89 1,100,000 $ 109,937,789.64 450,000 $ 11,166,009.46 700,000 $ 65,953,411.39 100,000 $ 2,602,445.22 2,400,000 $ 217,756,718.25 46,850,000 $ 2,351,145,341.72 750,000 $ 37,479,830.06 2,450,000 $ 122,542,333.74
Appendix C – Compensation of the Board Members/Board Nominees
Effective January 1, 2017, each current Independent Board Member is paid an annual retainer of $325,000 for his or her services as a Board Member of all Funds in the complex of exchange-traded funds advised by the Adviser or its affiliates (“Exchange-Traded Fund Complex”) (prior to January 1, 2017, the annual retainer was $300,000), together with out-of-pocket expenses in accordance with the Boards’ policy on travel and other business expenses relating to attendance at meetings. The annual retainer for services as an Advisory Board Member is the same as the annual retainer for services as a Board Member.
The Independent Chair of the Boards is paid an additional annual retainer of $50,000. The Chair of each of the Equity Plus Committee, Fixed Income Plus Committee, Securities Lending Committee, Risk Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual retainer of $25,000. The Chair of the Audit Committee is paid an additional annual retainer of $40,000. Cecilia H. Herbert waived the annual retainer for her service as the Chair of the Nominating and Governance Committee. Each Independent Board Member that served as a director of subsidiaries of the Exchange-Traded Fund Complex is paid an additional annual retainer of $10,000 (plus an additional $1,772 paid annually to compensate for taxes due in the Republic of Mauritius in connection with such Board Member’s service on the boards of certain Mauritius-based subsidiaries). The Funds do not maintain or provide pension or retirement benefits to the Board Members.
The following table sets forth the aggregate compensation, paid to each Independent Board Member by the Funds during the most recently completed fiscal year ended October 31, 2016. Messrs. Kapito and Wiedman serve without compensation from the Funds because of their affiliation with BlackRock, Inc.
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| Retirement Benefits Accrued as Part of Company Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation1 from the Exchange-Traded Fund Complex | |||||||||||
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| N/A | N/A | None | |||||||||||
| N/A | N/A | None | |||||||||||
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Jane D. Carlin | ||||||||||||||
iShares, iShares Trust: $282,678 iShares U.S. ETF Trust: $923 | N/A | N/A | $325,000 | |||||||||||
| N/A | N/A | N/A | |||||||||||
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iShares, iShares Trust: $304,422 iShares U.S. ETF Trust: $994 | N/A | N/A | $350,000 | |||||||||||
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iShares, iShares Trust: $295,725 iShares U.S. ETF Trust: $966 | N/A | N/A | $340,000 | |||||||||||
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iShares, iShares Trust: $282,678 iShares U.S. ETF Trust: $923 | N/A | N/A | $325,000 | |||||||||||
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iShares, iShares Trust: $65,233 iShares U.S. ETF Trust: $213 | N/A | |||||||||||||
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| Retirement Benefits Accrued as Part of Company Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation1 from the Exchange-Traded Fund Complex | |||||||||
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iShares, iShares Trust: $282,678 iShares U.S. ETF Trust: $923 | N/A | |||||||||||
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iShares, iShares Trust: $304,422 iShares U.S. ETF Trust: $994 | N/A | |||||||||||
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| 2 | Compensation is not shown for Richard L. Fagnani because he was appointed to serve as an Advisory |
| 3 | Compensation is shown for Drew E. Lawton for the period from October 18, 2016 (date of his appointment to the |
Appendix CD – Fund Securities Owned by Board Members/Board Nominees
Contractual Advisory Fee Rate Paid to the Adviser under the Current Advisory Agreements and Payable to the Adviser under the New Advisory Agreements
The following table showssets forth the dollar range of shares of each Fund’s contractual advisory fee rate payableFund beneficially owned by the Board Members/Board Nominees in the Funds that they oversee or are nominated to the Adviser under the Current Advisory Agreement and the contractual advisory fee rate that would be payable to the Adviser under the New Advisory Agreement. The advisory fee rate payable to the Adviser under each Current Advisory Agreement is identical to the fee rate payable to the Adviser under the corresponding New Advisory Agreement.oversee as of December 31, 2016, except as otherwise indicated.
FundsAggregate Dollar Range of iShares, Inc.
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Advisory Fee WaiversEquity Securities
Board Nominee | Fund Name |
| Aggregate Dollar Range of Registered Investment Companies Overseen by Director or Advisory Board Member in Family of Investment Companies | |||
| ||||||
Robert S. Kapito | ||||||
Mark Wiedman | iShares Core MSCI EAFE ETF | $50,001-$100,000 | Over $100,000 | |||
| iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
iShares Core S&P Total U.S. Stock | Over $100,000 | |||||
| iShares National Muni Bond ETF | Over $100,000 | |||||
| iShares New York Muni Bond ETF | Over $100,000 | |||||
Independent Board Members/Board Nominees | ||||||
Jane D. Carlin | iShares Core MSCI EAFE ETF | $50,001-$100,000 | Over $100,000 | |||
| iShares Core S&P Small-Cap ETF | $50,001-$100,000 | |||||
| iShares Global Tech ETF | $10,001-$50,000 | |||||
Richard L. Fagnani | iShares Core MSCI EAFE ETF | Over $100,000 | Over $100,000 | |||
| iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
| iShares MSCI Japan ETF | $10,001-$50,000 | |||||
| iShares Russell 1000 Growth ETF | $50,001-$100,000 | |||||
| iShares Russell 1000 Value ETF | $50,001-$100,000 | |||||
| iShares Russell 2000 Growth ETF | $10,001-$50,000 | |||||
| iShares Russell 2000 Value ETF | $10,001-$50,000 | |||||
| iShares Mid-Cap Growth ETF | $10,001-$50,000 | |||||
| iShares Mid-Cap Value ETF | $10,001-$50,000 | |||||
Cecilia H. Herbert | iShares California Muni Bond ETF | Over $100,000 | Over $100,000 | |||
| iShares China Large-Cap ETF | $50,001-$100,000 | |||||
| iShares Core Dividend Growth ETF | $10,001-$50,000 | |||||
| iShares Core High Dividend ETF | $1-$10,000 | |||||
| iShares Core MSCI Emerging Markets ETF | $10,001-$50,000 | |||||
iShares Core MSCI Total International | $10,001-$50,000 | |||||
| iShares Core S&P 500 ETF | Over $100,000 | |||||
| iShares Core S&P Small-Cap ETF | $1-$10,000 | |||||
iShares Core S&P Total U.S. Stock | $10,001-$50,000 | |||||
| iShares Core S&P U.S. Growth ETF | $50,001-$100,000 | |||||
| iShares Core S&P U.S. Value ETF | $50,001-$100,000 | |||||
iShares iBoxx $ High Yield Corporate | $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 National Muni Bond ETF | $10,001-$50,000 | |||||
| iShares U.S. Preferred Stock ETF | $10,001-$50,000 | |||||
Board Nominee | Fund Name |
| Aggregate Dollar Range of Registered Investment Companies Overseen by Director or Advisory Board Member in Family of Investment Companies | |||
Charles A. Hurty | iShares China Large-Cap ETF | $10,001-$50,000 | Over $100,000 | |||
| iShares Core Dividend Growth ETF | Over $100,000 | |||||
| iShares Core Growth Allocation ETF | Over $100,000 | |||||
| iShares Core High Dividend ETF | Over $100,000 | |||||
| iShares Core Moderate Allocation ETF | $50,001-$100,000 | |||||
| iShares Core MSCI Emerging Markets ETF | $50,001-$100,000 | |||||
| iShares Core S&P 500 ETF | Over $100,000 | |||||
| iShares Core S&P U.S. Value ETF | $10,001-$50,000 | |||||
| iShares Edge MSCI Min Vol USA ETF | Over $100,000 | |||||
| iShares Global Energy ETF | $10,001-$50,000 | |||||
| iShares Global Healthcare ETF | $10,001-$50,000 | |||||
| iShares Global Tech ETF | $10,001-$50,000 | |||||
| iShares MSCI EAFE ETF | $10,001-$50,000 | |||||
| iShares Russell 2000 ETF | $10,001-$50,000 | |||||
| iShares U.S. Basic Materials ETF | $10,001-$50,000 | |||||
| iShares U.S. Energy ETF | $10,001-$50,000 | |||||
| iShares U.S. Technology ETF | Over $100,000 | |||||
John E. Kerrigan | iShares MSCI ACWI ETF | $10,001-$50,000 | Over $100,000 | |||
| iShares MSCI ACWI ex U.S. ETF | Over $100,000 | |||||
| iShares Short-Term National Muni Bond ETF | Over $100,000 | |||||
Drew E. Lawton | iShares MSCI Frontier 100 ETF | $50,001-$100,000 | $50,001-$100,000 | |||
John E. Martinez | iShares Core MSCI Total International Stock ETF | $1-$10,000 | Over $100,000 | |||
| iShares Core S&P 500 ETF | Over $100,000 | |||||
iShares Core S&P Total U.S. Stock | $1-$10,000 | |||||
| iShares Global Consumer Staples ETF | Over $100,000 | |||||
| iShares MSCI All Country Asia ex Japan | ||||||
iShares | ||||||
(all percentages are expressed as a percentage of average daily net assets)
Fund | Contractual Advisory Fee | Advisory Fee Waiver | Net Advisory Fee After Waiver | Last Day of Term | |||||||
iShares S&P Conservative Allocation Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Moderate Allocation Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Growth Allocation Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Aggressive Allocation Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date Retirement Income | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2010 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2015 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2020 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2025 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2030 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2035 Index Fund | 0.25 | % | 0.14 | % | 0.11 | % | June 30, 2011 | ||||
iShares S&P Target Date 2040 Index Fund | 0.25 | %�� | 0.14 | % | 0.11 | % | June 30, 2011 |
Fees Paid to the Adviser and Affiliated Brokers of the Adviser
The following table shows (i) each Fund’s fiscal year; (ii) amounts paid by each Fund to the Adviser during the Fund’s last fiscal year; and (iii) amounts paid by each Fund to affiliated brokers during the Fund’s last fiscal year.
Fund | Fiscal Year Ended | Advisory Fees (after waivers, if any) ($) | Aggregate Commissions Paid to Affiliated Brokers ($) | Percentage of Fund’s Aggregate Brokerage Commissions Paid to Affiliated Brokers (%) | |||||||
iShares Barclays 1-3 Year Credit Bond Fund | February 28, 2009 | $ | 1,173,822 | $ | 0 | 0 | % | ||||
iShares Barclays Intermediate Credit Bond Fund | February 28, 2009 | $ | 613,297 | $ | 0 | 0 | % | ||||
iShares Barclays Credit Bond Fund | February 28, 2009 | $ | 195,906 | $ | 0 | 0 | % | ||||
iShares Barclays Intermediate Government/Credit Bond Fund | February 28, 2009 | $ | 433,892 | $ | 0 | 0 | % | ||||
iShares Barclays Government/Credit Bond Fund | February 28, 2009 | $ | 155,526 | $ | 0 | 0 | % | ||||
iShares Barclays MBS Bond Fund | February 28, 2009 | $ | 1,725,091 | $ | 0 | 0 | % | ||||
iShares Barclays Agency Bond Fund | February 28, 2009 | $ | 19,537 | $ | 0 | 0 | % | ||||
iShares Barclays Aggregate Bond Fund | February 28, 2009 | $ | 18,451,086 | $ | 0 | 0 | % | ||||
iShares iBoxx $ High Yield Corporate Bond Fund | February 28, 2009 | $ | 5,054,360 | $ | 0 | 0 | % | ||||
iShares iBoxx $ Investment Grade Corporate Bond Fund | February 28, 2009 | $ | 6,981,720 | $ | 0 | 0 | % | ||||
iShares JPMorgan USD Emerging Markets Bond Fund | February 28, 2009 | $ | 547,220 | $ | 0 | 0 | % | ||||
iShares Barclays Short Treasury Bond Fund | February 28, 2009 | $ | 1,944,546 | $ | 0 | 0 | % | ||||
iShares Barclays 1-3 Year Treasury Bond Fund | February 28, 2009 | $ | 12,870,541 | $ | 0 | 0 | % | ||||
iShares Barclays 3-7 Year Treasury Bond Fund | February 28, 2009 | $ | 1,136,007 | $ | 0 | 0 | % | ||||
iShares Barclays 7-10 Year Treasury Bond Fund | February 28, 2009 | $ | 4,194,283 | $ | 0 | 0 | % | ||||
iShares Barclays 10-20 Year Treasury Bond Fund | February 28, 2009 | $ | 192,902 | $ | 0 | 0 | % | ||||
iShares Barclays 20+ Year Treasury Bond Fund | February 28, 2009 | $ | 2,593,427 | $ | 0 | 0 | % | ||||
iShares Barclays TIPS Bond Fund | February 28, 2009 | $ | 15,669,496 | $ | 0 | 0 | % | ||||
iShares S&P California AMT-Free Municipal Bond Fund | February 28, 2009 | $ | 262,774 | $ | 0 | 0 | % | ||||
iShares S&P National AMT-Free Municipal Bond Fund | February 28, 2009 | $ | 1,699,246 | $ | 0 | 0 | % | ||||
iShares S&P New York AMT-Free Municipal Bond Fund | February 28, 2009 | $ | 19,596 | $ | 0 | 0 | % | ||||
iShares S&P Short Term National AMT-Free Municipal Bond Fund | February 28, 2009 | $ | 78,546 | $ | 0 | 0 | % | ||||
Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares S&P/Citigroup International Treasury Bond Fund iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares KLD Select SocialSM Index Fund iShares KLD 400 Social Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund Fiscal Year Ended Advisory
Fees (after
waivers,
if any) ($) Aggregate
Commissions
Paid to
Affiliated
Brokers ($) Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%) February 28, 2009 $ 3,450 $ 0 0 % February 28, 2009 $ 3,405 $ 0 0 % April 30, 2009 $ 1,013,943 $ 0 0 % April 30, 2009 $ 3,873,153 $ 0 0 % April 30, 2009 $ 4,010,535 $ 0 0 % April 30, 2009 $ 4,102,862 $ 0 0 % April 30, 2009 $ 2,316,707 $ 0 0 % April 30, 2009 $ 2,887,047 $ 0 0 % April 30, 2009 $ 247,256 $ 0 0 % April 30, 2009 $ 16,693,727 $ 0 0 % April 30, 2009 $ 2,292,441 $ 0 0 % April 30, 2009 $ 2,348,098 $ 0 0 % April 30, 2009 $ 1,603,003 $ 0 0 % April 30, 2009 $ 764,964 $ 0 0 % April 30, 2009 $ 2,846,733 $ 0 0 % April 30, 2009 $ 1,430,363 $ 0 0 % April 30, 2009 $ 1,345,549 $ 0 0 % April 30, 2009 $ 8,221,233 $ 0 0 % April 30, 2009 $ 520,298 $ 0 0 % April 30, 2009 $ 294,083 $ 0 0 % April 30, 2009 $ 6,219,810 $ 0 0 % April 30, 2009 $ 1,021,112 $ 0 0 % April 30, 2009 $ 763,817 $ 0 0 % April 30, 2009 $ 473,058 $ 0 0 %
Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares FTSE NAREIT Retail Capped Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund1 iShares FTSE/Xinhua China 25 Index Fund iShares FTSE China (HK Listed) Index Fund2 iShares MSCI ACWI Index Fund3 iShares MSCI ACWI ex-US Index Fund4 iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI EAFE Small Cap Index Fund5 iShares MSCI Kokusai Index Fund6 iShares Morningstar Large Core Index Fund iShares Morningstar Large Growth Index Fund iShares Morningstar Large Value Index Fund iShares Morningstar Mid Core Index Fund iShares Morningstar Mid Growth Index Fund Fiscal Year Ended Advisory
Fees (after
waivers,
if any) ($) Aggregate
Commissions
Paid to
Affiliated
Brokers ($) Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%) April 30, 2009 $ 1,186,303 $ 0 0 % April 30, 2009 $ 163,380 $ 0 0 % April 30, 2009 $ 1,495,654 $ 0 0 % April 30, 2009 $ 1,174,434 $ 0 0 % April 30, 2009 $ 1,138,708 $ 0 0 % April 30, 2009 $ 483,850 $ 0 0 % April 30, 2009 $ 708,568 $ 0 0 % April 30, 2009 $ 58,080 $ 0 0 % April 30, 2009 $ 14,813 $ 0 0 % April 30, 2009 $ 595,151 $ 0 0 % April 30, 2009 $ 15,708 $ 0 0 % April 30, 2009 $ 22,779 $ 0 0 % April 30, 2009 $ 137,573 $ 0 0 % April 30, 2009 $ 69,261 $ 0 0 % April 30, 2009 $ 47,259 $ 0 0 % April 30, 2009 $ 15,612 $ 0 0 % July 31, 2008 $ 58,335 $ 0 0 % July 31, 2008 $ 48,106,896 $ 0 0 % July 31, 2008 $ 3,632 $ 0 0 % July 31, 2008 $ 60,968 $ 0 0 % July 31, 2008 $ 23,041 $ 0 0 % July 31, 2008 $ 4,311,139 $ 0 0 % July 31, 2008 $ 4,420,802 $ 0 0 % July 31, 2008 $ 129,534 $ 0 0 % July 31, 2008 $ 33,043 $ 0 0 % April 30, 2009 $ 367,787 $ 0 0 % April 30, 2009 $ 995,838 $ 0 0 % April 30, 2009 $ 493,596 $ 0 0 % April 30, 2009 $ 236,787 $ 0 0 % April 30, 2009 $ 953,132 $ 0 0 %
Fund iShares Morningstar Mid Value Index Fund iShares Morningstar Small Core Index Fund iShares Morningstar Small Growth Index Fund iShares Morningstar Small Value Index Fund iShares MSCI EAFE Index Fund iShares MSCI Emerging Markets Index Fund iShares MSCI Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI EMU Index Fund iShares MSCI France Index Fund iShares MSCI Germany Index Fund iShares MSCI Italy Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI Sweden Index Fund iShares MSCI Switzerland Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Australia Index Fund iShares MSCI Brazil Index Fund iShares MSCI BRIC Index Fund7 iShares MSCI Canada Index Fund iShares MSCI Chile Investable Market Index Fund8 iShares MSCI Hong Kong Index Fund iShares MSCI Israel Capped Investable Market Index Fund9 iShares MSCI Japan Small Cap Index Fund10 iShares MSCI Malaysia Index Fund iShares MSCI Mexico Investable Market Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI South Africa Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Thailand Investable Market Index Fund11 iShares MSCI Turkey Investable Market Index Fund12 iShares Russell 1000 Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Value Index Fund Fiscal Year Ended Advisory
Fees (after
waivers,
if any) ($) Aggregate
Commissions
Paid to
Affiliated
Brokers ($) Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%) April 30, 2009 $ 269,727 $ 0 0 % April 30, 2009 $ 224,089 $ 0 0 % April 30, 2009 $ 193,019 $ 0 0 % April 30, 2009 $ 235,870 $ 0 0 % July 31, 2008 $ 159,236,686 $ 0 0 % August 31, 2008 $ 174,932,398 $ 0 0 % August 31, 2008 $ 47,063,599 $ 0 0 % August 31, 2008 $ 1,803,461 $ 0 0 % August 31, 2008 $ 1,386,685 $ 0 0 % August 31, 2008 $ 13,126,393 $ 0 0 % August 31, 2008 $ 2,443,788 $ 0 0 % August 31, 2008 $ 8,738,608 $ 0 0 % August 31, 2008 $ 1,220,048 $ 0 0 % August 31, 2008 $ 1,322,904 $ 0 0 % August 31, 2008 $ 3,129,000 $ 0 0 % August 31, 2008 $ 1,842,608 $ 0 0 % August 31, 2008 $ 1,995,890 $ 0 0 % August 31, 2008 $ 5,668,706 $ 0 0 % August 31, 2008 $ 8,205,849 $ 0 0 % August 31, 2008 $ 47,028,502 $ 0 0 % August 31, 2008 $ 578,683 $ 0 0 % August 31, 2008 $ 10,043,541 $ 0 0 % August 31, 2008 $ 272,532 $ 0 0 % August 31, 2008 $ 11,183,414 $ 0 0 % August 31, 2008 $ 265,058 $ 0 0 % August 31, 2008 $ 51,470 $ 0 0 % August 31, 2008 $ 4,929,062 $ 0 0 % August 31, 2008 $ 7,064,281 $ 0 0 % August 31, 2008 $ 19,183,343 $ 0 0 % August 31, 2008 $ 9,514,088 $ 0 0 % August 31, 2008 $ 3,789,441 $ 0 0 % August 31, 2008 $ 18,749,352 $ 0 0 % August 31, 2008 $ 19,861,527 $ 0 0 % August 31, 2008 $ 153,669 $ 0 0 % August 31, 2008 $ 148,727 $ 0 0 % March 31, 2009 $ 6,121,698 $ 0 0 % March 31, 2009 $ 22,575,886 $ 0 0 % March 31, 2009 $ 15,624,340 $ 0 0 %
Fund iShares Russell 2000 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Value Index Fund iShares Russell 3000 Index Fund iShares Russell 3000 Growth Index Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Value Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares NYSE Composite Index Fund iShares NYSE 100 Index Fund iShares S&P 500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Value Index Fund iShares S&P 100 Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P 1500 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund13 iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund Fiscal Year Ended Advisory
Fees (after
waivers,
if any) ($) Aggregate
Commissions
Paid to
Affiliated
Brokers ($) Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%) March 31, 2009 $ 20,036,547 $ 0 0 % March 31, 2009 $ 6,797,303 $ 0 0 % March 31, 2009 $ 8,108,518 $ 0 0 % March 31, 2009 $ 5,406,775 $ 0 0 % March 31, 2009 $ 990,064 $ 0 0 % March 31, 2009 $ 1,116,189 $ 0 0 % March 31, 2009 $ 1,525,613 $ 0 0 % March 31, 2009 $ 7,163,929 $ 0 0 % March 31, 2009 $ 5,982,645 $ 0 0 % March 31, 2009 $ 6,245,180 $ 0 0 % July 31, 2008 $ 1,924,656 $ 0 0 % July 31, 2008 $ 765,595 $ 0 0 % July 31, 2008 $ 1,239,350 $ 0 0 % July 31, 2008 $ 1,598,797 $ 0 0 % July 31, 2008 $ 10,875,683 $ 0 0 % July 31, 2008 $ 303,874 $ 0 0 % July 31, 2008 $ 234,012 $ 0 0 % March 31, 2009 $ 14,964,712 $ 0 0 % March 31, 2009 $ 9,634,857 $ 0 0 % March 31, 2009 $ 5,800,157 $ 0 0 % March 31, 2009 $ 5,950,342 $ 0 0 % March 31, 2009 $ 8,467,001 $ 0 0 % March 31, 2009 $ 4,523,432 $ 0 0 % March 31, 2009 $ 4,365,270 $ 0 0 % March 31, 2009 $ 7,826,915 $ 0 0 % March 31, 2009 $ 2,974,684 $ 0 0 % March 31, 2009 $ 3,245,110 $ 0 0 % March 31, 2009 $ 467,460 $ 0 0 % March 31, 2009 $ 2,903,609 $ 0 0 % March 31, 2009 $ 7,200,122 $ 0 0 % March 31, 2009 $ 3,872,433 $ 0 0 % March 31, 2009 $ 85,457 $ 0 0 % March 31, 2009 $ 120,999 $ 0 0 % March 31, 2009 $ 1,172,467 $ 0 0 % March 31, 2009 $ 3,593,528 $ 0 0 % March 31, 2009 $ 1,105,282 $ 0 0 % March 31, 2009 $ 2,809,535 $ 0 0 %
Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund14 iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund15 iShares S&P Global Utilities Sector Index Fund iShares S&P Asia 50 Index Fund iShares S&P Europe 350 Index Fund iShares S&P Latin America 40 Index Fund iShares S&P/TOPIX 150 Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P Conservative Allocation Fund iShares S&P Moderate Allocation Fund iShares S&P Growth Allocation Fund iShares S&P Aggressive Allocation Fund iShares S&P Target Date Retirement Income Index Fund iShares S&P Target Date 2010 Index Fund iShares S&P Target Date 2015 Index Fund iShares S&P Target Date 2020 Index Fund iShares S&P Target Date 2025 Index Fund iShares S&P Target Date 2030 Index Fund iShares S&P Target Date 2035 Index Fund iShares S&P Target Date 2040 Index Fund iShares MSCI All Peru Capped Index Fund iShares S&P Emerging Markets Infrastructure Index Fund iShares MSCI All Country Asia ex-Japan Index Fund Fiscal Year Ended Advisory
Fees (after
waivers,
if any) ($) Aggregate
Commissions
Paid to
Affiliated
Brokers ($) Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%) March 31, 2009 $ 521,145 $ 0 0 % March 31, 2009 $ 655,564 $ 0 0 % March 31, 2009 $ 1,640,114 $ 0 0 % March 31, 2009 $ 18,856 $ 0 0 % March 31, 2009 $ 1,615,513 $ 0 0 % March 31, 2009 $ 1,395,468 $ 0 0 % March 31, 2009 $ 46,386 $ 0 0 % March 31, 2009 $ 1,095,900 $ 0 0 % March 31, 2009 $ 196,074 $ 0 0 % March 31, 2009 $ 9,873,333 $ 0 0 % March 31, 2009 $ 12,016,909 $ 0 0 % March 31, 2009 $ 701,779 $ 0 0 % March 31, 2009 $ 363,124 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 % August 31, 2009 See Note 16 $ 0 0 % March 31, 2009 See Note 16 $ 0 0 % July 31, 2009 See Note 16 $ 0 0 %
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Other Registered Funds Advised by Barclays Global Fund Advisors and Fee Schedules
The following table lists certain information regarding registered mutual funds with investment objectives and policies similar to those of the Funds for which Barclays Global Fund Advisors provides investment advisory services, other than the Funds that are addressed by this Joint Proxy Statement. All of the information below is given as of the end of the last fiscal year of each fund.
Name of Fund | Adviser/Sub-adviser | Net Assets ($) | Management Fee (as a percentage of average daily net assets) | ||||
Bond Index Master Portfolio | Barclays Global Fund Advisors | 133,477,885 | 0.08 | % | |||
S&P 500 Index Master Portfolio | Barclays Global Fund Advisors | 1,690,979,722 | 0.05 | % | |||
State Farm Large Cap Equity | Barclays Global Fund Advisors | 368,168,606 | 0.26 | % | |||
State Farm Small Cap Equity | Barclays Global Fund Advisors | 172,118,148 | 0.40 | % | |||
State Farm International Equity Fund | Barclays Global Fund Advisors | 220,144,606 | 0.55 | % |
Directors and Principal Officers of the Adviser and the Officers of the Companies
The following table provides the names of the Directors and Principal Officers of the Adviser and their principal occupation and position(s) with the Companies. The address of each Director and Principal Officer of the Adviser listed below is c/o Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105.
| iShares Russell 1000 ETF | Over $100,000 | |||||
| iShares Russell 1000 Value ETF | Over $100,000 | |||||
| iShares Russell 2000 ETF | Over $100,000 | |||||
| iShares Short Maturity Bond ETF | Over $100,000 | |||||
| iShares TIPS Bond ETF | $50,001-$100,000 | |||||
| iShares Core Dividend Growth ETF | Over $100,000 | Over $100,000 | |||
| iShares Core High Dividend ETF | Over $100,000 | |||||
| iShares Core S&P 500 ETF | Over $100,000 | |||||
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As of December 31, 2016, all Board Members, Board Nominees and executive officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee). Ownership amounts may vary over time.
As of December 31, 2016, none of the Independent Board Members, Advisory Board Members or their immediate family members owned beneficially or of record any securities of the Adviser, the Distributor or any person controlling, controlled by or under common control with the Adviser or the Distributor.
Appendix E — Meetings of the Boards
During the most recently completed fiscal year ended October 31, 2016 for each Company, the Board of each Company met the following number of times:
Company | Number of Quarterly Board Meetings | Number of Special Board Meetings | ||||||
iShares, Inc. | 4 | 4 | ||||||
iShares Trust | 4 | 4 | ||||||
iShares U.S. ETF Trust | 4 | 4 | ||||||
Appendix F – Committee Meetings of the Boards
Each of the Audit Committee, Nominating and Governance Committee, 15(c) Committee, Securities Lending Committee, Equity Plus Committee, Fixed Income Plus Committee and Risk Committee met the following number of times for each Company’s most recently completed fiscal year ended October 31, 2016:
Company | Number of Audit Committee Meetings | Number of Nominating and Governance Committee Meetings | Number of 15(c) Committee Meetings | Number of Securities Lending Committee Meetings | Number of Equity Plus Committee Meetings | Number of Fixed Income Committee Meetings | Number of Risk Committee Meetings | |||||||||||||||||||||
iShares, Inc. | 7 | 4 | 2 | 5 | 4 | 4 | 3 | |||||||||||||||||||||
iShares Trust | 7 | 4 | 2 | 5 | 4 | 4 | 3 | |||||||||||||||||||||
iShares U.S. ETF Trust | 7 | 4 | 2 | 5 | 4 | 4 | 3 | |||||||||||||||||||||
Appendix G – Executive Officers of the Companies
The following table provides theexecutive officers of each Company, their age and their principal occupations during the past five years (their titles may have varied during that period). are shown in the table below. The address of each officer listed belowMessrs. Small, Park, and Archibald is c/o Barclays Global Fund Advisors,BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. The address of Messrs. Messinger, Radell, Mason and Gee is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. Officers receive no compensation from the Companies, although they may be reimbursed for reasonable travel expenses for attending meetings of the Boards.
Each executive officer is an “interested person” of the Companies as(as defined in the 1940 Act,Act) by virtue of that individual’s position with the AdviserBlackRock, Inc. or its affiliates described in the table below.
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FORM OF NEW INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated , 2009, between [iShares Trust] [iShares, Inc.] (the “Trust”) a statutory trust organized under the laws of the State of Delaware, and Barclays Global Fund Advisors, a corporation organized under the laws of the State of California (the “Adviser”).
WHEREAS, the Adviser is engaged in the business of rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
WHEREAS, the Trust is an investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Trust offers shares representing interests in each of the separate series listed on Schedule A attached hereto (each, a “Fund” and collectively, the “Funds”);
WHEREAS, the Trust desires to appoint the Adviser to serve as the investment adviser with respect to each of the Funds;
WHEREAS, the Trust may, from time to time, offer shares representing interests in one or more additional series (each, an “Additional Fund” and collectively, the “Additional Funds”);
WHEREAS, the Trust may desire to appoint the Adviser as the investment adviser with respect to one or more of the “Additional Funds” (each such Additional Fund when added to Schedule A hereto being referred to herein individually as a “Fund “ and included in the term, the “Funds”);
WHEREAS, the Adviser is willing to provide management and investment advisory servicesInformation Pertaining to the Funds on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Trust and the Adviser agree as follows:
1. Investment Description; Appointment
(a)Investment Description. Each Fund will invest and reinvest its assets in accordance with the investment objective(s), policies and limitations specified in the prospectus (the “Prospectus”) relating to such Fund filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement on Form N-1A, as it may be periodically amended or supplemented and in accordance with exemptive orders and no-action letters issued to the Trust by the SEC and its staff.
(b)Appointment of Adviser. The Trust, on behalf of each Fund, hereby employs the Adviser to act as the manager and investment adviser of each Fund and to furnish, or arrange for its affiliates or other subadvisers to furnish, the management and investment advisory services described below, subject to the policies of, review by and overall control of the Board of Trustees of the Trust (the “Board” or the “Trustees”), for the period and on the terms and conditions set forth in this Agreement. The Adviser hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations set out in this Agreement for the compensation provided for herein. The Adviser and its affiliates for all purposes herein shall be deemed to be independent contractors and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Funds in any way or otherwise be deemed agents of the Funds.
2. Duties of the Adviser
(a)Management and Administrative Services. The Adviser shall perform, or arrange for the performance of, the management and administrative services necessary for the operation of each Fund, including administering shareholder accounts and handling shareholder relations. The Adviser shall provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws. The Adviser shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Funds as it shall determine to be desirable.
(b)Investment Advisory Services. Subject to the supervision, direction and approval of the Board, the Adviser will conduct, or cause to be conducted, a continual program of investment, evaluation, sale, and reinvestment of each Fund’s assets. Subject to paragraph (c) below, the Adviser is authorized, in its sole discretion, to: (i) obtain and evaluate pertinent economic, financial, and other information affecting each Fund and its investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Funds; (ii) make investment decisions for the Funds; (iii) place purchase and sale orders for portfolio transactions on behalf of the Funds and manage otherwise uninvested cash assets of the Funds; (iv) arrange for the pricing of Fund securities; (v) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Adviser’s management of the assets of the Funds (in such respect, and only for this limited purpose, the Adviser will act as the Funds’ agent and attorney-in-fact); (vi) employ professional portfolio managers and securities analysts who provide research and other services to the Funds; and (vii) make decisions with respect to the use by the Funds of borrowing for leverage or other investment purposes as consistent with the Fund’s investment objective(s) and policies. The Adviser will in general take such action as is appropriate to effectively manage each Fund’s investment practices.
In addition:
(1) The Adviser will maintain and preserve the records specified in Section 17 of this Agreement and any other records related to each Fund’s transactions as are required under any applicable state or federal securities law or regulation, including: the 1940 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Advisers Act.
(2) The Adviser will comply with procedures of the Board (“Board Procedures”) provided to the Adviser by the Trust. The Adviser will notify the Trust as soon as reasonably practicable upon detection of any material breach of such Board Procedures with respect to any Fund.
(3) The Adviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent any “Access Person” (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement. Further, the Adviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Adviser and its employees, a copy of which it will provide to the Trust upon any reasonable request. The Adviser shall ensure that its employees will comply in all material respects with the provisions of Section 16 of the Exchange Act, and to cooperate reasonably with the Trust for purposes of filing any required reports with the SEC or such other regulator having appropriate jurisdiction.
(4) The Adviser will manage, or cause to be managed, the investment and reinvestment of the assets of each Fund in a manner consistent with each Fund’s investment objectives and policies as stated in its Prospectus. The Adviser also will manage, or cause to be managed, the investments of each Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements, if applicable) contained in the 1940 Act and the rules and regulations under the 1940 Act, any exemptive orders issued by the SEC applicable to the Funds or any SEC staff no-action letter applicable to the Funds, and any applicable state securities law or regulation. The Trust will provide the Adviser with copies of any such SEC exemptive orders or SEC staff no-action letters. The Adviser shall perform quarterly and annual tax compliance tests with respect to each Funds’ compliance with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”), if applicable, and promptly furnish reports of such tests to any Subadviser (as defined below) after each quarter end to ensure that each Fund is in compliance with the Code, if applicable. The Adviser agrees to perform its duties hereunder in complete compliance with the Funds’ policies and procedures adopted pursuant to Rule 38a-1 of the 1940 Act, and the Adviser’s duties and obligations of Rule 206(4)-7 under the Advisers Act, including providing the Chief Compliance Officer of the Trust and/or the Board with such information, reports and certifications as they may reasonably request.
(c)Subadvisers. In carrying out its responsibilities hereunder, the Adviser may, in its sole discretion to the extent permitted by applicable law, any exemptive orders issued by the SEC applicable to the Funds or any SEC staff no-action letter applicable to the Funds, employ, retain or otherwise avail itself of the services of other persons or entities (a “Subadviser”) at the Adviser’s own cost and expense, including without limitation, affiliates of the Adviser, on such terms as the Adviser shall determine to be necessary, desirable or appropriate. Retention of one or more Subadvisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible for all acts and omissions of such Subadvisers, or other persons or entities, in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties.
3. Information and Reports
(a) The Adviser will keep the Trust informed of developments relating to its duties as investment adviser of which the Adviser has, or should have, knowledge that would materially affect the Funds. In this regard, the Adviser will provide the Trust and its officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request. Additionally, upon the request of the Board, prior to each Board meeting, the Adviser will provide the Board, or cause any Subadviser to provide the Board, with reports regarding the management of the Funds during the most recently completed quarter, including certifications that each Fund is in compliance with its respective investment objectives and practices, the 1940 Act and applicable rules and regulations thereunder, and the requirements of Subchapter M of the Code, if applicable, and other information in such form as may be mutually agreed upon by the Adviser and the Trust. The Adviser also will certify quarterly to the Trust that it and its Advisory Persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the Trust. Upon written request of the Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Adviser will permit representatives of the Trust to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.
(b) The Adviser will provide the Trust with any information reasonably requested regarding its management of the Funds required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the SEC. The Adviser will promptly inform the Trust if any information in a Fund’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the Adviser’s knowledge is (or will become) inaccurate or incomplete.
4. Standard of Care
The Adviser will exercise its best judgment and will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement.
5. Adviser’s Duties Regarding Fund Transactions
(a)Placement of Orders. The Adviser will take, or cause to be taken, all actions that it considers necessary to implement the investment policies of the Funds, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Funds with brokers or dealers that the Adviser, in its sole discretion, selects. To that end, the Adviser is authorized as the Funds’ agent to give instructions to the Funds’ custodian as to deliveries of securities or other investments and payments of cash for the Funds’ account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Adviser is subject to the supervision of the Board and is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set out in each Fund’s current Prospectus or SAI, subject to provisions (b), (c) and (d) of this Section 5.
(b)Selection of Brokers and Dealers. To the extent permitted by the policy guidelines set out in each Fund’s current Prospectus or SAI, in connection with the selection of brokers and dealers to execute portfolio transactions, in seeking the best overall terms available, the Adviser is authorized to consider not only the available prices and rates of brokerage commissions, but also other relevant factors, which may include, without limitation: the execution capabilities of the brokers and dealers; the research, custody, and other services provided by the brokers and dealers that the Adviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Adviser is specifically authorized to pay those brokers and dealers who provide brokerage and research services to the Trust a higher commission than that charged by other brokers and dealers if the Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. The Trust acknowledges that any such research may be useful in connection with other accounts managed by the Adviser. The execution of such transactions will not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise.
(c)Soft Dollar Arrangements. On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.
(d)Aggregated Transactions. On occasions when the Adviser deems the purchase or sale of a security or other financial instrument to be in the best interest of a Fund, as well as other clients, the Adviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by that Fund with similar orders being made on the same day for other client accounts or portfolios that the Adviser manages. When an order is so aggregated, the Adviser may allocate the recommendations or transactions among all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that the Adviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Adviser and the Funds recognize that in some cases this procedure may adversely affect the size of the position obtainable for a Fund.
6. Compensation
(a) For the services to be provided by the Adviser hereunder with respect to each Fund, the Trust shall pay to the Adviser an annual investment advisory fee equal to the amount set forth on Schedule A attached hereto of the average daily value of each Fund’s net assets. Schedule A shall be amended from time to time to reflect the addition and/or termination of any Fund as a Fund hereunder and to reflect any change in the advisory fees payable with respect thereto. All fees payable hereunder shall be accrued daily and paid periodically on a schedule approved by the Board, but no less frequently than quarterly. In case of commencement or termination of this Agreement with respect to any Fund during any calendar month, the fee with respect to such Fund for that month shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of such Fund for the days during which it is in effect.
(b) For the purpose of determining fees payable to the Adviser, the value of a Fund’s net assets will be computed at the times and in the manner specified in the Fund’s current Prospectus or SAI, and on days on which the net assets are not so determined, the net asset value computation to be used will be as determined on the immediately preceding day on which the net assets were determined.
7. Expenses
(a)The Adviser. Except as otherwise provided in Section 7(b) of this Agreement, the Adviser agrees to pay all expenses incurred by the Trust.
(b)The Funds. The Trust, on behalf of each Fund, on a Fund-by-Fund basis out of the assets of the particular Fund for which an expense relates, agrees to pay all of the following expenses incurred by such Fund (i) interest and taxes (including, but not limited to, income, excise, transfer and withholding taxes); (ii) expenses of the Fund incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions; (iii) expenses incurred in connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) the advisory fee payable to the Adviser hereunder; and (v) litigation expenses and any extraordinary expenses (in each case as determined by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act)).
8. Services to Other Companies or Accounts
The Trust understands that the Adviser and its affiliates now act, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies, including any offshore entities or private accounts. The Funds have no objection to the Adviser and its affiliates so acting. The Funds recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Funds and understand that the persons employed by the Adviser to assist in the performance of the Adviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Adviser or any of its directors, officers, employees, or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by the Adviser of its duties and obligations under this Agreement and such activities are not otherwise prohibited by applicable law.
9. Affiliated Brokers
The Adviser or any of its affiliates may act as broker or agent in connection with the purchase or sale of securities or other investments for the Funds, subject to: (i) the requirement that the Adviser seek to obtain best
execution and price within the policy guidelines determined by the Board and set out in each Fund’s current Prospectus or SAI; (ii) the provisions of the 1940 Act and the Advisers Act; (iii) the provisions of the Exchange Act, including, but not limited to, Section 11(a) thereof; and (iv) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Funds for these services in addition to the Adviser’s fees for services under this Agreement.
10. Custody
Nothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of any Fund.
11. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a)Term. This Agreement will become effective on the date hereof (the “Effective Date”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act.
(b)Termination. This Agreement may be terminated, without penalty, with respect to any Fund (i) by the Board or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60) days’ written notice to the Adviser, and (ii) by the Adviser upon sixty (60) days’ written notice to the Fund. This Agreement also will terminate automatically in the event of its assignment.
(c)Amendment. This Agreement may be amended by the parties only if the amendment is specifically approved by: (i) a majority of those Trustees of the Trust who are not parties to this Agreement or “interested persons” of any party cast in person at a meeting called for the purpose of voting on the Agreement’s approval; and (ii) if required by applicable law, the vote of a majority of the outstanding shares of the Fund.
12. Representations and Covenants of the Trust
The Trust represents and covenants to the Adviser as follows:
13. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Trust as follows:
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14. Limitation of Liability of Adviser
Neither the Adviser nor its directors, officers, employees, agents or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust, any Fund or its shareholders in connection with the matters to which this Agreement relates;provided, however, that no provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust, any Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.
15. No Liability of other Funds
This Agreement is made by the Trust, on behalf of its Funds, pursuant to authority granted by the Trustees, and the obligations created hereby are not binding on any of the Trustees or shareholders of the Funds individually, but bind only the property of that Fund and no other Funds of the Trust
16. Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
17. Records
(a)Maintenance of Records. The Adviser hereby undertakes and agrees to maintain for the Trust, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Funds’ investments that are required to be maintained by the Funds pursuant to the 1940 Act with respect to the Adviser’s responsibilities under this Agreement (the “Funds’ Books and Records”).
(b)Ownership of Records. The Adviser agrees that the Funds’ Books and Records are the Trust’s property and further agrees to surrender them promptly to the Trust upon the request of the Trust;provided,however, that the Adviser may retain copies of the Funds’ Books and Records at its own cost. The Funds’ Books and Records will be made available, within two (2) business days of a written request, to the Funds’ accountants or auditors during regular business hours at the Adviser’s offices. The Trust or its authorized representatives will have the right to copy any records in the Adviser’s possession that pertain to any Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Funds’ Books and Records will be returned to the Trust. The Adviser agrees that the policies and procedures it has established for managing the Funds, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management and operation of the Funds, will be made available for inspection by the Fund or its authorized representatives upon reasonable written request within not more than two (2) business days.
18. Use of the “iShares” Name
The Adviser has consented to the use by the Trust of the name or identifying word “iShares” in the name of the Trust and each Fund. Such consent is conditioned upon the employment of the Adviser or an affiliate as the investment adviser to the Fund. The name or identifying word “iShares” may be used from time to time in other
connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust and the Funds to cease using “iShares” in the name of the Trust and the Funds if the Funds cease to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Fund.
19. Survival
All representations and warranties made by the Adviser and the Trust, on behalf of the Funds, in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations and warranties are no longer true.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.
21. Severability
If any provision of this Agreement is held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
22. Definitions
The terms “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term “majority of the outstanding shares” means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares. The term “including” means “including without limitation.”
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date first above written.
Schedule A
Please seeAppendix C for the complete schedule of advisory fee rates.
Compensation of the Directors/Trustees
The following table sets forth information concerning the compensation of the Directors/Trustees. The Companies do not have any pension or retirement plan for their Directors/Trustees. For the calendar year ended December 31, 2008, the Directors/Trustees received the compensation set forth in the following table for serving as Directors/Trustees of all investment companies in the “Fund Complex.”
Name of Director/Trustee | Compensation from the | Pension or | Estimated Annual | Total Compensation(3) from the Funds and Fund Complex | |||||
Interested Directors/Trustees: | |||||||||
Lee T. Kranefuss | None | N/A | N/A | None | |||||
John E. Martinez(1) | iShares, Inc.: $90,000 iShares Trust: $90,000 | N/A | N/A | $ | 180,000 | ||||
Independent Directors/Trustees: | |||||||||
George G.C. Parker | iShares, Inc.: $115,000 iShares Trust: $115,000 | N/A | N/A | $ | 230,000 | ||||
J. Darrell Duffie(2) | iShares, Inc.: $67,500 iShares Trust: $67,500 | N/A | N/A | $ | 135,000 | ||||
Cecilia H. Herbert | iShares, Inc.: $90,000 iShares Trust: $90,000 | N/A | N/A | $ | 180,000 | ||||
Charles A. Hurty | iShares, Inc.: $110,000 iShares Trust: $110,000 | N/A | N/A | $ | 220,000 | ||||
John E. Kerrigan | iShares, Inc.: $90,000 iShares Trust: $90,000 | N/A | N/A | $ | 180,000 | ||||
Robert H. Silver | iShares, Inc.: $90,000 iShares Trust: $90,000 | N/A | N/A | $ | 180,000 | ||||
Ownership of Securities
The following table shows, as of June 30, 2009 (unless noted otherwise), the amount of equity securities owned by the nominees in the Funds that they are nominated to oversee.Executive Officers
Name, Address |
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Martin Small (41) |
2016 for each Company). | 333 | ||||||
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(55) |
President (since 2016 for each Company). | |||||||
(48) |
President (since 2012 for each Company). | |||||||
(56) | Executive Vice President (since 2016 for each Company). | 333 | ||||||
Jack Gee (57) | Treasurer and Chief Financial Officer (since 2008 for iShares, | |||||||
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Name, Address |
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Charles Park (49) | Chief Compliance Officer (since 2006 for iShares, | |||||||||
BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, theEquity-Liquidity Complex and the Closed-End Complex (since 2014); Chief Compliance Officer of the Adviser (since 2006). | 333 | |||||||||
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(41) |
2015). | |||||||||
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The executive officers receive no compensation from the Funds.
Meetings of the Board and the Committees
During the most recent full fiscal year for each Company, the Board and each Committee met the following number of times:
Company | Fiscal Year End | Number of Quarterly Board Meetings | Number of Special Board Meetings | Number of Audit Committee Meetings | Number of Nominating and Governance Committee Meetings | |||||
iShares, Inc. | August 31, 2009 | 4 | 10 | 4 | 2 | |||||
iShares Trust | August 31, 2009 | 4 | 7 | 4 | 2 |
H – Audit Fees, Audit RelatedAudit-Related Fees, Tax Fees and All Other Fees Paid to Independent Registered Public Accounting FirmsAccountants (PricewaterhouseCoopers LLP)
Audit Fees and Audit RelatedAudit-Related Fees
| Audit Fees | Audit Related Fees | |||||||||
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||
Funds with 2/28 Fiscal Year Ends | 2/28/09 | 318,891 | 275,762 | — | — | |||||
iShares Barclays Short Treasury Bond Fund | ||||||||||
iShares Barclays 1-3 Year Treasury Bond Fund | ||||||||||
iShares Barclays 3-7 Year Treasury Bond Fund | ||||||||||
iShares Barclays 7-10 Year Treasury Bond Fund | ||||||||||
iShares Barclays 10-20 Year Treasury Bond Fund | ||||||||||
iShares Barclays 20+ Treasury Bond Fund | ||||||||||
iShares Barclays TIPS Bond Fund | ||||||||||
iShares S&P California AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P National AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P Short Term National AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P New York AMT-Free Municipal Bond Fund (inception date 10/04/07) | ||||||||||
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund (inception 1/21/09) | ||||||||||
iShares S&P/Citigroup International Treasury Bond Fund (inception 1/21/09) | ||||||||||
iShares Barclays 1-3 Year Credit Bond Fund | ||||||||||
iShares Barclays Intermediate Credit Bond Fund | ||||||||||
iShares Barclays Credit Bond Fund | ||||||||||
iShares Barclays Intermediate Government/Credit Bond Fund | ||||||||||
iShares Barclays Government/Credit Bond Fund | ||||||||||
iShares Barclays MBS Bond Fund (inception date 3/13/07) | ||||||||||
iShares Barclays Agency Bond Fund (inception 11/5/08) | ||||||||||
iShares Barclays Aggregate Bond Fund | ||||||||||
iShares iBoxx $ High Yield Corporate Bond Fund (inception date 4/4/07) | ||||||||||
iShares iBoxx $ Investment Grade Corporate Bond Fund | ||||||||||
iShares JPMorgan USD Emerging Markets Bond Fund (inception 12/17/07) | ||||||||||
| Audit Fees | Audit-Related Fees | |||||||||||||||||||
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||||
iShares, Inc. | ||||||||||||||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 31,600 | 30,400 | 0 | 0 | |||||||||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 760,740 | 712,460 | 0 | 0 | |||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 79,000 | 76,000 | 0 | 0 | |||||||||||||||
iShares Trust | ||||||||||||||||||||
Funds with 2/28 Fiscal Year Ends | 2/28 | 289,800 | 283,800 | 0 | 0 | |||||||||||||||
Funds with 3/31 Fiscal Year Ends | 3/31 | 1,044,180 | 787,710 | 0 | 0 | |||||||||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 423,600 | 630,190 | 0 | 0 | |||||||||||||||
Funds with 7/31 Fiscal Year Ends | 7/31 | 689,560 | 751,470 | 0 | 0 | |||||||||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 632,030 | 453,890 | 0 | 0 | |||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 615,130 | 533,020 | 0 | 0 | |||||||||||||||
iShares U.S. ETF Trust | ||||||||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 121,700 | 113,240 | 0 | 0 | |||||||||||||||
Fund Funds with 3/31 Fiscal Year Ends iShares S&P 100 Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P 1500 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P 500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Value Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund (inception 6/24/08) iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund (inception date 12/10/07) iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund (inception 6/24/08) iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund (inception 6/24/08) iShares S&P Global Utilities Sector Index Fund iShares S&P Asia 50 Index Fund (inception 11/13/07) iShares S&P Europe 350 Index Fund iShares S&P Latin America 40 Index Fund iShares S&P/TOPIX 150 Index Fund Audit Fees Audit Related Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal Year
($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 3/31/09 671,047 641,533 — —
Fund iShares S&P Developed ex-U.S. Property Index Fund (inception date 7/30/07) iShares Russell 3000 Index Fund iShares Russell 3000 Growth Index Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Value Index Fund iShares Russell 1000 Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Value Index Fund Funds with 4/30 Fiscal Year Ends iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones EPAC Select Dividend Index Fund (inception date 6/11/07) iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Real Estate Index Fund Audit Fees Audit Related Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal Year
($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 4/30/09 658,375 667,572 — —
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Fund iShares FTSE NAREIT Residential Plus Capped Index Fund (inception date 5/1/07) iShares FTSE NAREIT Retail Capped Index Fund (inception date 5/1/07) Funds with 7/31 Fiscal Year Ends iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares NYSE Composite Index Fund iShares NYSE 100 Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund (inception date 11/12/07) iShares FTSE/Xinhua China 25 Index Fund iShares FTSE China (HK Listed) Index Fund (inception 6/24/08) iShares MSCI ACWI Index Fund (inception date 3/26/08) iShares MSCI ACWI ex US Index Fund (inception date 3/26/08) iShares MSCI All Country Asia ex Japan Index Fund (inception date 8/13/08) iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI EAFE Small Cap Index Fund (inception date 12/10/07) iShares MSCI Kokusai Index Fund (inception date 12/10/07) iShares MSCI EAFE Index Fund iShares S&P Conservative Allocation Fund (inception 11/4/08) iShares S&P Moderate Allocation Fund (inception 11/4/08) iShares S&P Growth Allocation Fund (inception 11/4/08) iShares S&P Aggressive Allocation Fund (inception 11/4/08) iShares S&P Target Date Retirement Income Index Fund (inception 11/4/08) Audit Fees Audit Related Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal Year
($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 7/31/09 418,958 229,494 — —
Fund iShares S&P Target Date 2010 Index Fund (inception 11/4/08) iShares S&P Target Date 2015 Index Fund (inception 11/4/08) iShares S&P Target Date 2020 Index Fund (inception 11/4/08) iShares S&P Target Date 2025 Index Fund (inception 11/4/08) iShares S&P Target Date 2030 Index Fund (inception 11/4/08) iShares S&P Target Date 2035 Index Fund (inception 11/4/08) iShares S&P Target Date 2040 Index Fund (inception 11/4/08) Funds with 8/31 Fiscal Year Ends iShares MSCI Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI EMU Index Fund iShares MSCI France Index Fund iShares MSCI Germany Index Fund iShares MSCI Italy Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI Sweden Index Fund iShares MSCI Switzerland Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Australia Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Japan Small Cap Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Thailand Investable Market Index Fund (inception 3/26/08) iShares MSCI Brazil Index Fund iShares MSCI BRIC Index Fund (inception 11/12/07) iShares MSCI Canada Index Fund iShares MSCI Chile Investable Market Index Fund (inception 11/12/07) Audit Fees Audit Related Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal Year
($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 8/31/09 471,522 476,772 — —
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Tax Fees and All Other Fees
| Tax Fees | All Other Fees | |||||||||
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Fiscal Year End | Most Recent Fiscal Year ($) | |||||
Funds with 2/28 Fiscal Year Ends | 2/28/09 | 142,800 | 122,600 | — | — | |||||
iShares Barclays Short Treasury Bond Fund | ||||||||||
iShares Barclays 1-3 Year Treasury Bond Fund | ||||||||||
iShares Barclays 3-7 Year Treasury Bond Fund | ||||||||||
iShares Barclays 7-10 Year Treasury Bond Fund | ||||||||||
iShares Barclays 10-20 Year Treasury Bond Fund | ||||||||||
iShares Barclays 20+ Treasury Bond Fund | ||||||||||
iShares Barclays TIPS Bond Fund | ||||||||||
iShares S&P California AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P National AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P Short Term National AMT-Free Municipal Bond Fund | ||||||||||
iShares S&P New York AMT-Free Municipal Bond Fund (inception date 10/04/07) | ||||||||||
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund (inception 1/21/09) | ||||||||||
iShares S&P/Citigroup International Treasury Bond Fund (inception 1/21/09) | ||||||||||
iShares Barclays 1-3 Year Credit Bond Fund | ||||||||||
iShares Barclays Intermediate Credit Bond Fund | ||||||||||
iShares Barclays Credit Bond Fund | ||||||||||
iShares Barclays Intermediate Government/Credit Bond Fund | ||||||||||
iShares Barclays Government/Credit Bond Fund | ||||||||||
iShares Barclays MBS Bond Fund (inception date 3/13/07) | ||||||||||
iShares Barclays Agency Bond Fund (inception 11/5/08) | ||||||||||
iShares Barclays Aggregate Bond Fund | ||||||||||
| Tax Fees | All Other Fees | |||||||||||||||||||
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||||
iShares, Inc. | ||||||||||||||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 7,562 | 7,464 | 0 | 0 | |||||||||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 181,488 | 171,672 | 0 | 0 | |||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 18,905 | 18,385 | 0 | 0 | |||||||||||||||
iShares Trust | ||||||||||||||||||||
Funds with 2/28 Fiscal Year Ends | �� | 2/28 | 83,182 | 80,894 | 0 | 0 | ||||||||||||||
Funds with 3/31 Fiscal Year Ends | 3/31 | 287,356 | 212,724 | 0 | 0 | |||||||||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 120,992 | 179,136 | 0 | 0 | |||||||||||||||
Funds with 7/31 Fiscal Year Ends | 7/31 | 185,269 | 201,528 | 0 | 0 | |||||||||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 115,692 | 170,145 | 0 | 0 | |||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 154,434 | 151,240 | 0 | 0 | |||||||||||||||
iShares U.S. ETF Trust | ||||||||||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 34,029 | 33,093 | 0 | 0 | |||||||||||||||
Fund iShares iBoxx $ High Yield Corporate Bond Fund (inception date 4/4/07) iShares iBoxx $ Investment Grade Corporate Bond Fund iShares JPMorgan USD Emerging Markets Bond Fund (inception 12/17/07) Funds with 3/31 Fiscal Year Ends iShares S&P 100 Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P 1500 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P 500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Value Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund (inception 6/24/08) iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund (inception date 12/10/07) iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund (inception 6/24/08) iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund (inception 6/24/08) iShares S&P Global Utilities Sector Index Fund Tax Fees All Other Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Fiscal Year
End Most Recent
Fiscal Year
($) 3/31/09 221,485 281,980 — —
Aggregate Non-Audit Fees for Services Provided to the Funds and Their Affiliated Service ProvidersPre-Approved by the Audit Committee1
Fund iShares S&P Asia 50 Index Fund (inception 11/13/07) iShares S&P Europe 350 Index Fund iShares S&P Latin America 40 Index Fund iShares S&P/TOPIX 150 Index Fund iShares S&P Developed ex-U.S. Property Index Fund (inception date 7/30/07) iShares Russell 3000 Index Fund iShares Russell 3000 Growth Index Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Value Index Fund iShares Russell 1000 Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Value Index Fund Funds with 4/30 Fiscal Year Ends iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones EPAC Select Dividend Index Fund (inception date 6/11/07) iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund Tax Fees All Other Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Fiscal Year
End Most Recent
Fiscal Year
($) 4/30/09 214,410 288,110 — —
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||
iShares, Inc. | ||||||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 7,562 | 7,464 | |||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 181,488 | 171,672 | |||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 18,905 | 18,385 | |||||||||
iShares Trust | ||||||||||||
Funds with 2/28 Fiscal Year Ends | 2/28 | 83,182 | 80,894 | |||||||||
Funds with 3/31 Fiscal Year Ends | 3/31 | 287,356 | 212,724 | |||||||||
Funds with 4/30 Fiscal Year Ends | 4/30 | 120,992 | 179,136 | |||||||||
Funds with 7/31 Fiscal Year Ends | 7/31 | 185,269 | 201,528 | |||||||||
Funds with 8/31 Fiscal Year Ends | 8/31 | 115,692 | 170,145 | |||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 154,434 | 151,240 | |||||||||
iShares U.S. ETF Trust | ||||||||||||
Funds with 10/31 Fiscal Year Ends | 10/31 | 34,029 | 33,093 | |||||||||
| 1 | There were no non-audit services provided to the Funds’ Affiliated Service Providers. |
Appendix I – 5% Beneficial Share Ownership
As of the Record Date, to the best knowledge of each Fund, the following persons beneficially owned more than 5% of the outstanding shares of any class of the Funds indicated:
| Shares Beneficially Percentage of | ||||||||||
Fund Name | Participant Name | Owned | Ownership | |||||||
iShares, Inc. |
| |||||||||
| iShares Asia/Pacific Dividend ETF | Charles Schwab & Co., Inc. | 147,933 | 15.57 | % | ||||||
| National Financial Services LLC | 135,164 | 14.23 | % | |||||||
| SG Americas Securities, LLC | 86,997 | 9.16 | % | |||||||
| Morgan Stanley Smith Barney LLC | 81,168 | 8.54 | % | |||||||
| Merrill Lynch Safekeeping | 63,752 | 6.71 | % | |||||||
| TD Ameritrade Clearing, Inc. | 48,015 | 5.05 | % | |||||||
| iShares Core MSCI Emerging Markets ETF | Merrill Lynch Safekeeping | 89,363,633 | 15.18 | % | ||||||
| National Financial Services LLC | 70,272,383 | 11.94 | % | |||||||
| State Street Bank and Trust Company | 40,263,142 | 6.84 | % | |||||||
| The Bank of New York Mellon | 31,637,083 | 5.37 | % | |||||||
| Morgan Stanley Smith Barney LLC | 30,907,988 | 5.25 | % | |||||||
| iShares Currency Hedged MSCI Emerging | Citibank, N.A. | 4,489,153 | 36.65 | % | ||||||
| Markets ETF | Charles Schwab & Co., Inc. | 2,165,383 | 17.68 | % | ||||||
| Janney Montgomery Scott Inc. | 1,017,455 | 8.31 | % | |||||||
| National Financial Services LLC | 998,651 | 8.15 | % | |||||||
| Merrill Lynch Safekeeping | 182,685 | 73.07 | % | |||||||
| J.P. Morgan Clearing Corp. | 36,263 | 14.51 | % | |||||||
| iShares Edge MSCI Min Vol EM Currency | Merrill Lynch Safekeeping | 182,685 | 73.07 | % | ||||||
| Hedged ETF | J.P. Morgan Clearing Corp. | 36,263 | 14.51 | % | ||||||
| iShares Edge MSCI Min Vol Emerging | National Financial Services LLC | 7,974,803 | 11.47 | % | ||||||
| Markets ETF | Charles Schwab & Co., Inc. | 6,663,367 | 9.59 | % | ||||||
| Bank of America, NA/GWIM Trust Operations | 6,121,000 | 8.81 | % | |||||||
| JPMorgan Chase Bank, National Association | 5,327,029 | 7.66 | % | |||||||
| Morgan Stanley Smith Barney LLC | 4,327,078 | 6.23 | % | |||||||
| UBS Financial Services LLC | 3,778,449 | 5.44 | % | |||||||
| Merrill Lynch Safekeeping | 3,709,804 | 5.34 | % | |||||||
| iShares Edge MSCI Min Vol Global ETF | Northern Trust Company/United Nations Joint Staff Pension Fund | 4,660,000 | 11.65 | % | ||||||
| JPMorgan Chase Bank, National Association | 3,265,610 | 8.16 | % | |||||||
| National Financial Services LLC | 2,990,602 | 7.48 | % | |||||||
| Charles Schwab & Co., Inc. | 2,781,281 | 6.95 | % | |||||||
| Merrill Lynch Safekeeping | 2,628,498 | 6.57 | % | |||||||
| The Bank of New York Mellon | 2,605,028 | 6.51 | % | |||||||
| Brown Brothers Harriman & Co. | 2,361,395 | 5.90 | % | |||||||
| iShares Edge MSCI Multifactor Emerging | Goldman, Sachs & Co. | 281,418 | 28.14 | % | ||||||
| Markets ETF | The Bank of New York Mellon | 191,014 | 19.10 | % | ||||||
| Citibank, N.A. | 185,374 | 18.54 | % | |||||||
| Wells Fargo Securities, LLC | 158,301 | 15.83 | % | |||||||
| iShares Emerging Markets Corporate Bond ETF | Citibank, N.A. | 168,191 | 11.60 | % | ||||||
| Morgan Stanley Smith Barney LLC | 148,598 | 10.25 | % | |||||||
| Charles Schwab & Co., Inc. | 137,367 | 9.47 | % | |||||||
| LPL Financial Corporation | 94,835 | 6.54 | % | |||||||
| Raymond, James & Associates, Inc. | 93,410 | 6.44 | % | |||||||
| Pershing LLC | 89,694 | 6.19 | % | |||||||
| Brown Brothers Harriman & Co. | 86,781 | 5.98 | % | |||||||
| UBS Financial Services LLC | 85,079 | 5.87 | % | |||||||
| National Financial Services LLC | 74,081 | 5.11 | % | |||||||
| JPMorgan Chase Bank, National Association | 74,007 | 5.10 | % | |||||||
| iShares Emerging Markets Dividend ETF | National Financial Services LLC | 1,802,969 | 24.04 | % | ||||||
| Merrill Lynch Safekeeping | 838,998 | 11.19 | % | |||||||
| Pershing LLC | 781,233 | 10.42 | % | |||||||
| Charles Schwab & Co., Inc. | 632,539 | 8.43 | % | |||||||
| UBS Financial Services LLC | 558,501 | 7.45 | % | |||||||
| Morgan Stanley Smith Barney LLC | 433,782 | 5.78 | % | |||||||
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Emerging Markets High Yield Bond ETF Deutsche Bank Securities Inc. /Cedear 658,303 13.04 % National Financial Services LLC 524,887 10.39 % Charles Schwab & Co., Inc. 505,631 10.01 % Pershing LLC 455,650 9.02 % U.S. BANK N.A./ETF 362,875 7.19 % Merrill Lynch Safekeeping 318,021 6.30 % TD Ameritrade Clearing, Inc. 309,388 6.13 % Morgan Stanley Smith Barney LLC 299,946 5.94 % iShares Emerging Markets Local Currency JPMorgan Chase Bank, National Association 672,144 12.45 % Bond ETF State Street Bank and Trust Company 368,166 6.82 % National Financial Services LLC 341,784 6.33 % SSB – BlackRock Institutional Trust 340,897 6.31 % The Bank of New York Mellon/ Mellon Trust of
New England, National Association 329,025 6.09 % Brown Brothers Harriman & Co. 307,766 5.70 % Citibank, N.A. 283,189 5.24 % Charles Schwab & Co., Inc. 270,619 5.01 % iShares Global High Yield Corporate Bond ETF Merrill Lynch Safekeeping 1,180,603 31.07 % National Financial Services LLC 316,354 8.33 % Charles Schwab & Co., Inc. 263,890 6.94 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 205,143 5.40 % Citibank, N.A. 193,238 5.09 % iShares International High Yield Bond ETF The Bank of New York Mellon 236,820 18.22 % Ameriprise Enterprise Investment Services Inc./
Beta/133 167,512 12.89 % TD Ameritrade Clearing, Inc. 102,918 7.92 % J.P. Morgan Clearing Corp. 90,842 6.99 % Pershing LLC 69,554 5.35 % Charles Schwab & Co., Inc. 68,568 5.27 % National Financial Services LLC 66,736 5.13 % iShares MSCI Australia ETF State Street Bank and Trust Company 11,952,695 14.10 % The Bank of New York Mellon 10,091,898 11.90 % Citibank, N.A. 9,565,291 11.28 % National Financial Services LLC 5,570,188 6.57 % Charles Schwab & Co., Inc. 5,234,340 6.17 % JPMorgan Chase Bank, National Association 5,095,789 6.01 % iShares MSCI Austria Capped ETF Brown Brothers Harriman & Co. 808,456 11.55 % Pershing LLC 442,721 6.32 % J.P. Morgan Clearing Corp. 385,420 5.51 % CIBC World Markets Inc. /CDS 371,567 5.31 % First Clearing, LLC 369,746 5.28 % Wells Fargo Securities, LLC 363,000 5.19 % Charles Schwab & Co., Inc. 350,890 5.01 % National Financial Services LLC 350,376 5.01 % iShares MSCI Belgium Capped ETF State Street Bank and Trust Company 867,693 19.03 % Brown Brothers Harriman & Co. 464,759 10.19 % Morgan Stanley Smith Barney LLC 455,242 9.98 % Pershing LLC 339,351 7.44 % National Financial Services LLC 311,409 6.83 % First Clearing, LLC 271,484 5.95 % Deutsche Bank Securities Inc. /Cedear 268,000 5.88 % iShares MSCI Brazil Capped ETF Brown Brothers Harriman & Co. 38,153,990 25.76 % State Street Bank and Trust Company 21,323,578 14.40 % JPMorgan Chase Bank, National Association 8,555,900 5.78 % The Bank of New York Mellon 7,978,478 5.39 % Citibank, N.A. 7,508,667 5.07 % iShares MSCI BRIC ETF National Financial Services LLC 2,550,856 30.73 % TD Ameritrade Clearing, Inc. 669,067 8.06 % Morgan Stanley Smith Barney LLC 526,666 6.35 % Computershare Trust Company, N.A. 519,103 6.25 % Charles Schwab & Co., Inc. 492,645 5.94 % iShares MSCI Canada ETF State Street Bank and Trust Company 13,177,718 11.17 % Merrill Lynch Safekeeping 13,112,958 11.11 % BNP Paribas, New York Branch/Custody Services 10,558,555 8.95 % Citibank, N.A. 10,218,420 8.66 % The Bank of New York Mellon 8,490,251 7.20 % National Financial Services LLC 7,911,570 6.70 % Bank of America/LaSalle Bank NA 7,415,185 6.28 % Northern Trust Company 5,953,417 5.05 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares MSCI Chile Capped ETF Brown Brothers Harriman & Co. 2,735,550 24.10 % State Street Bank and Trust Company 1,384,655 12.20 % National Financial Services LLC 668,716 5.89 % Charles Schwab & Co., Inc. 659,957 5.81 % The Bank of New York Mellon 638,125 5.62 % iShares MSCI Colombia Capped ETF JPMorgan Chase Bank, National Association 424,870 31.47 % BNP Paribas, New York Branch/Custody Services 250,133 18.53 % Interactive Brokers Retail Equity Clearing 82,069 6.08 % State Street Bank and Trust Company 80,123 5.94 % iShares MSCI EM ESG Optimized ETF Merrill Lynch Safekeeping 376,128 44.25 % U.S. Bank N.A. 281,000 33.06 % Charles Schwab & Co., Inc. 53,895 6.34 % iShares MSCI Emerging Markets Asia ETF Merrill Lynch Safekeeping 2,450,279 45.38 % Charles Schwab & Co., Inc. 674,068 12.48 % Citibank, N.A. 443,742 8.22 % The Bank of New York Mellon 340,507 6.31 % iShares MSCI Emerging Markets ETF The Bank of New York Mellon 106,271,818 13.99 % State Street Bank and Trust Company 57,847,024 7.62 % Brown Brothers Harriman & Co. 57,055,921 7.51 % National Financial Services LLC 42,285,385 5.57 % Citibank, N.A. 41,890,593 5.51 % iShares MSCI Emerging Markets Small-Cap ETF SEI Private Trust Company 1,060,358 23.05 % National Financial Services LLC 957,969 20.83 % Brown Brothers Harriman & Co. 726,202 15.79 % Charles Schwab & Co., Inc. 410,689 8.93 % iShares MSCI Eurozone ETF Brown Brothers Harriman & Co. 57,822,262 21.69 % SSB – BlackRock Institutional Trust 37,117,290 13.92 % The Bank of New York Mellon 28,386,994 10.65 % Citibank, N.A. 28,183,259 10.57 % State Street Bank and Trust Company 23,937,490 8.98 % Deutsche Bank Securities Inc. /Cedear 15,546,619 5.83 % iShares MSCI France ETF Brown Brothers Harriman & Co. 1,363,895 10.03 % The Bank of New York Mellon 1,280,192 9.41 % LPL Financial Corporation 961,105 7.07 % Citibank, N.A. 898,732 6.61 % First Clearing, LLC 849,649 6.25 % iShares MSCI Frontier 100 ETF National Financial Services LLC 3,048,251 14.80 % Charles Schwab & Co., Inc. 2,121,249 10.30 % State Street Bank and Trust Company 1,945,959 9.45 % Morgan Stanley Smith Barney LLC 1,479,758 7.18 % Citibank, N.A. 1,353,874 6.57 % Pershing LLC 1,147,218 5.57 % TD Ameritrade Clearing, Inc. 1,118,511 5.43 % iShares MSCI Germany ETF Brown Brothers Harriman & Co. 58,774,618 36.97 % SSB – BlackRock Institutional Trust 25,357,693 15.95 % Bank of America/LaSalle Bank NA 9,445,457 5.94 % Citibank, N.A. 9,405,743 5.92 % State Street Bank and Trust Company 8,097,078 5.09 % iShares MSCI Global Agriculture Producers ETF National Financial Services LLC 290,358 27.65 % Charles Schwab & Co., Inc. 134,678 12.83 % Pershing LLC 122,097 11.63 % UBS Financial Services LLC 56,931 5.42 % iShares MSCI Global Energy Producers ETF National Financial Services LLC 234,680 13.04 % Pershing LLC 174,648 9.70 % Brown Brothers Harriman & Co. 167,777 9.32 % Merrill Lynch Safekeeping 154,002 8.56 % Charles Schwab & Co., Inc. 137,122 7.62 % LPL Financial Corporation 130,196 7.23 % RBC Dominion Securities, Inc. /CDS 105,782 5.88 % Ameriprise Enterprise Investment Services Inc./
Beta/133 92,494 5.14 % iShares MSCI Global Gold Miners ETF National Financial Services LLC 2,330,649 19.34 % Citigroup Global Markets Inc. 1,682,200 13.96 % UBS Securities LLC 1,477,638 12.26 % J.P. Morgan Clearing Corp. 908,601 7.54 % Goldman, Sachs & Co. 652,036 5.41 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares MSCI Global Metals & Mining National Financial Services LLC 1,432,271 13.84 % Producers ETF Charles Schwab & Co., Inc. 1,344,479 12.99 % State Street Bank and Trust Company 1,013,676 9.79 % Citibank, N.A. 858,842 8.30 % J.P. Morgan Clearing Corp. 851,512 8.23 % iShares MSCI Global Silver Miners ETF National Financial Services LLC 1,894,182 33.23 % Citibank, N.A. 543,987 9.54 % Charles Schwab & Co., Inc. 493,010 8.65 % Morgan Stanley Smith Barney LLC 363,344 6.37 % TD Ameritrade Clearing, Inc. 332,394 5.83 % iShares MSCI Hong Kong ETF Brown Brothers Harriman & Co. 14,434,131 19.58 % Bank of America/LaSalle Bank NA 8,834,040 11.98 % State Street Bank and Trust Company 5,230,384 7.09 % Charles Schwab & Co., Inc. 5,137,348 6.97 % Deutsche Bank Securities, Inc. 4,130,877 5.60 % The Bank of New York Mellon 3,782,594 5.13 % iShares MSCI Israel Capped ETF Charles Schwab & Co., Inc. 225,676 11.57 % National Financial Services LLC 207,833 10.66 % BNP Paribas, New York Branch/Custody Services 156,130 8.01 % Morgan Stanley Smith Barney LLC 120,709 6.19 % iShares MSCI Italy Capped ETF State Street Bank and Trust Company 5,420,578 24.75 % Brown Brothers Harriman & Co. 3,039,201 13.88 % National Financial Services LLC 1,397,786 6.38 % Charles Schwab & Co., Inc. 1,266,006 5.78 % Northern Trust Company 1,251,808 5.72 % iShares MSCI Japan ETF Brown Brothers Harriman & Co. 59,056,456 19.28 % State Street Bank and Trust Company 31,719,839 10.36 % JPMorgan Chase Bank, National Association 31,308,742 10.22 % SSB – BlackRock Institutional Trust 21,440,527 7.00 % J.P. Morgan Clearing Corp. 19,912,698 6.50 % Morgan Stanley Smith Barney LLC 18,527,384 6.05 % The Bank of New York Mellon 15,889,281 5.19 % Deutsche Bank Securities Inc. /Cedear 15,751,487 5.14 % iShares MSCI Japan Small-Cap ETF Brown Brothers Harriman & Co. 669,908 35.26 % Morgan Stanley Smith Barney LLC 197,234 10.38 % Charles Schwab & Co., Inc. 134,678 7.09 % Merrill Lynch Safekeeping 129,122 6.80 % The Bank of New York Mellon 120,064 6.32 % iShares MSCI Malaysia ETF State Street Bank and Trust Company 3,208,087 27.07 % JPMorgan Chase Bank, National Association 807,279 6.81 % Brown Brothers Harriman & Co. 709,118 5.98 % Charles Schwab & Co., Inc. 690,086 5.82 % The Bank of New York Mellon 685,423 5.78 % Citibank, N.A. 619,190 5.23 % iShares MSCI Mexico Capped ETF Charles Schwab & Co., Inc. 1,996,519 7.95 % The Bank of New York Mellon 1,841,456 7.34 % National Financial Services LLC 1,640,401 6.54 % Citibank, N.A. 1,635,182 6.51 % Deutsche Bank Securities, Inc. 1,578,941 6.29 % Brown Brothers Harriman & Co. 1,521,714 6.06 % Northern Trust Company 1,315,769 5.24 % iShares MSCI Netherlands ETF State Street Bank and Trust Company 1,410,508 22.75 % The Bank of New York Mellon/ Mellon Trust of
New England, National Association 941,860 15.19 % Union Bank of California, N.A. 389,005 6.27 % First Clearing, LLC 331,310 5.34 % iShares MSCI Pacific ex Japan ETF Merrill Lynch Safekeeping 16,165,918 24.95 % Citibank, N.A. 5,404,878 8.34 % Charles Schwab & Co., Inc. 4,270,313 6.59 % Brown Brothers Harriman & Co. 4,100,042 6.33 % National Financial Services LLC 3,440,079 5.31 % iShares MSCI Russia Capped ETF State Street Bank and Trust Company 2,627,972 16.27 % JPMorgan Chase Bank, National Association 2,274,379 14.08 % Citibank, N.A. 1,257,751 7.79 % Deutsche Bank Securities Inc. /Cedear 1,097,200 6.79 % National Financial Services LLC 928,966 5.75 % Brown Brothers Harriman & Co. 838,505 5.19 %
Fund Name Participant Name The Bank of New York Mellon/ Mellon Trust of New England, National Association iShares Trust Shares Beneficially Percentage of Owned Ownership iShares MSCI Singapore Capped ETF Charles Schwab & Co., Inc. 2,601,359 11.46 % First Clearing, LLC 2,196,080 9.67 % Citibank, N.A. 2,103,173 9.27 % National Financial Services LLC 2,082,225 9.17 % iShares MSCI South Africa ETF State Street Bank and Trust Company 2,581,217 34.88 % The Bank of New York Mellon 637,055 8.61 % Brown Brothers Harriman & Co. 453,598 6.13 % iShares MSCI South Korea Capped ETF State Street Bank and Trust Company 11,069,106 21.81 % Brown Brothers Harriman & Co. 6,301,743 12.42 % Northern Trust Company 3,025,702 5.96 % Deutsche Bank Securities Inc. /Cedear 2,938,281 5.79 % Citibank, N.A. 2,783,203 5.48 % iShares MSCI Spain Capped ETF Brown Brothers Harriman & Co. 12,823,272 33.07 % Deutsche Bank Securities Inc. /Cedear 3,813,684 9.84 % Citibank, N.A. 2,329,532 6.01 % iShares MSCI Sweden Capped ETF Merrill Lynch Safekeeping 2,647,512 24.34 % Citibank, N.A. 1,320,607 12.14 % Brown Brothers Harriman & Co. 870,896 8.01 % National Financial Services LLC 811,391 7.46 % Charles Schwab & Co., Inc. 634,885 5.84 % iShares MSCI Switzerland Capped ETF Merrill Lynch Safekeeping 8,751,736 26.22 % Citibank, N.A. 3,438,921 10.30 % State Street Bank and Trust Company 3,273,882 9.81 % National Financial Services LLC 2,700,501 8.09 % Charles Schwab & Co., Inc. 2,227,856 6.68 % The Bank of New York Mellon 1,940,197 5.81 % iShares MSCI Taiwan Capped ETF Brown Brothers Harriman & Co. 21,491,308 21.62 % State Street Bank and Trust Company 21,359,187 21.49 % Northern Trust Company/United Nations Joint
Staff Pension Fund 7,879,775 7.93 % JPMorgan Chase Bank, National Association 5,823,757 5.86 % iShares MSCI Thailand Capped ETF State Street Bank and Trust Company 1,053,891 18.99 % Northern Trust Company/United Nations Joint
Staff Pension Fund 1,003,325 18.08 % 478,433 8.62 % iShares MSCI Turkey ETF The Bank of New York Mellon 1,492,634 14.56 % JPMorgan Chase Bank, National Association 1,123,394 10.96 % Charles Schwab & Co., Inc. 784,703 7.66 % National Financial Services LLC 683,568 6.67 % Citibank, N.A. 617,329 6.02 % iShares MSCI USA Equal Weighted ETF National Financial Services LLC 826,344 32.41 % Northern Trust Company 500,000 19.61 % Charles Schwab & Co., Inc. 187,146 7.34 % Morgan Stanley Smith Barney LLC 142,210 5.58 % Merrill Lynch Safekeeping 134,469 5.27 % iShares MSCI World ETF Citibank, N.A. 1,419,191 25.34 % JPMorgan Chase Bank, National Association 1,245,010 22.23 % The Bank of New York Mellon 819,695 14.64 % Brown Brothers Harriman & Co. 665,114 11.88 % iShares 0-5 Year High Yield Corporate Bond ETF Charles Schwab & Co., Inc. 25,432,169 50.76 % National Financial Services LLC 9,049,588 18.06 % Merrill Lynch Safekeeping 3,163,081 6.31 % iShares 0-5 Year Investment Grade Corporate National Financial Services LLC 1,889,646 25.89 % Bond ETF Morgan Stanley Smith Barney LLC 767,391 10.51 % Merrill Lynch Safekeeping 714,733 9.79 % Deutsche Bank Securities Inc. /Cedear 552,328 7.57 % TD Ameritrade Clearing, Inc. 528,497 7.24 % Ameriprise Enterprise Investment Services Inc./
Beta/133 408,862 5.60 % LPL Financial Corporation 376,092 5.15 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares 0-5 Year TIPS Bond ETF National Financial Services LLC 3,746,474 29.85 % Charles Schwab & Co., Inc. 2,032,150 16.19 % The Bank of New York Mellon 964,039 7.68 % Pershing LLC 736,532 5.87 % Merrill Lynch Safekeeping 716,510 5.71 % TD Ameritrade Clearing, Inc. 699,982 5.58 % iShares 10+ Year Credit Bond ETF The Bank of New York Mellon 1,794,493 12.91 % Morgan Stanley Smith Barney LLC 1,444,183 10.39 % National Financial Services LLC 1,410,916 10.15 % First Clearing, LLC 797,048 5.73 % Pershing LLC 777,405 5.59 % U.S. Bank N.A. 726,523 5.23 % SSB – BlackRock Institutional Trust 713,821 5.14 % iShares 10-20 Year Treasury Bond ETF Charles Schwab & Co., Inc. 498,639 12.79 % National Financial Services LLC 331,741 8.51 % Merrill Lynch Safekeeping 311,370 7.98 % Bank of America, NA/GWIM Trust Operations 268,012 6.87 % Vanguard Marketing Corporation 252,687 6.48 % Citibank, N.A. 240,813 6.17 % The Bank of New York Mellon 222,291 5.70 % iShares 1-3 Year Credit Bond ETF National Financial Services LLC 13,481,015 12.23 % Charles Schwab & Co., Inc. 13,409,686 12.16 % U.S. Bank N.A. 7,136,681 6.47 % Northern Trust Company 5,773,387 5.24 % iShares 1-3 Year International Treasury Bond ETF TD Ameritrade Clearing, Inc. 151,417 16.82 % National Financial Services LLC 130,186 14.47 % Vanguard Marketing Corporation 87,898 9.77 % Charles Schwab & Co., Inc. 84,197 9.36 % Morgan Stanley Smith Barney LLC 69,219 7.69 % Pershing LLC 59,831 6.65 % iShares 1-3 Year Treasury Bond ETF Merrill Lynch Safekeeping 15,492,233 11.88 % National Financial Services LLC 12,070,959 9.26 % TD Ameritrade Clearing, Inc. 11,916,784 9.14 % Morgan Stanley Smith Barney LLC 8,729,501 6.69 % Charles Schwab & Co., Inc. 7,894,937 6.05 % JPMorgan Chase Bank, National Association 7,782,082 5.97 % Deutsche Bank Securities Inc. /Cedear 7,590,181 5.82 % Ameriprise Enterprise Investment Services Inc./
Beta/133 7,002,376 5.37 % iShares 20+ Year Treasury Bond ETF National Financial Services LLC 6,045,541 11.01 % Charles Schwab & Co., Inc. 5,709,942 10.40 % TD Ameritrade Clearing, Inc. 3,275,851 5.97 % Pershing LLC 2,907,321 5.30 % State Street Bank and Trust Company 2,848,578 5.19 % iShares 3-7 Year Treasury Bond ETF Merrill Lynch Safekeeping 14,922,562 27.58 % TD Ameritrade Clearing, Inc. 4,174,521 7.72 % Charles Schwab & Co., Inc. 4,015,068 7.42 % JPMorgan Chase Bank, National Association 3,135,666 5.80 % National Financial Services LLC 2,850,210 5.27 % iShares 7-10 Year Treasury Bond ETF Charles Schwab & Co., Inc. 8,601,623 11.75 % National Financial Services LLC 7,817,047 10.68 % Ameriprise Enterprise Investment Services Inc./
Beta/133 6,583,318 8.99 % Merrill Lynch Safekeeping 5,494,851 7.51 % First Clearing, LLC 4,549,701 6.22 % TD Ameritrade Clearing, Inc. 4,351,560 5.94 % JPMorgan Chase Bank, National Association 4,137,531 5.65 % iShares Aaa – A Rated Corporate Bond ETF Charles Schwab & Co., Inc. 603,070 30.15 % National Financial Services LLC 203,776 10.19 % J.P. Morgan Clearing Corp. 144,374 7.22 % Merrill Lynch Safekeeping 125,767 6.29 % iShares Adaptive Currency Hedged MSCI EAFE ETF Merrill Lynch Safekeeping 68,706 68.71 % TD Ameritrade Clearing, Inc. 11,690 11.69 % J.P. Morgan Clearing Corp. 10,788 10.79 % iShares Adaptive Currency Hedged MSCI Merrill Lynch Safekeeping 68,991 68.99 % Eurozone ETF Charles Schwab & Co., Inc. 11,560 11.56 % J.P. Morgan Clearing Corp. 7,352 7.35 % National Financial Services LLC 5,250 5.25 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Adaptive Currency Hedged MSCI Merrill Lynch Safekeeping 96,955 48.48 % Japan ETF J.P. Morgan Clearing Corp. 60,647 30.32 % U.S. Bank N.A. 35,030 17.52 % iShares Agency Bond ETF First Clearing, LLC 905,434 20.81 % Charles Schwab & Co., Inc. 861,133 19.80 % National Financial Services LLC 381,239 8.76 % M&I Marshall & Ilsley Bank 273,697 6.29 % U.S. Bank N.A./ETF 240,133 5.52 % iShares Asia 50 ETF Computershare Trust Company, N.A. 3,697,021 45.64 % National Financial Services LLC 1,496,612 18.48 % Charles Schwab & Co., Inc. 436,428 5.39 % iShares California Muni Bond ETF Charles Schwab & Co., Inc. 1,754,608 27.85 % National Financial Services LLC 1,185,754 18.82 % Merrill Lynch Safekeeping 579,204 9.19 % Morgan Stanley Smith Barney LLC 384,553 6.10 % TD Ameritrade Clearing, Inc. 327,594 5.20 % iShares China Large-Cap ETF Citibank, N.A. 8,864,752 11.03 % National Financial Services LLC 6,012,002 7.48 % Charles Schwab & Co., Inc. 5,532,836 6.88 % Brown Brothers Harriman & Co. 5,470,890 6.80 % The Bank of New York Mellon 4,436,594 5.52 % iShares CMBS ETF Charles Schwab & Co., Inc. 683,945 14.71 % Morgan Stanley Smith Barney LLC 556,831 11.97 % The Bank of New York Mellon 417,393 8.98 % National Financial Services LLC 391,896 8.43 % M&I Marshall & Ilsley Bank 345,866 7.44 % Pershing LLC 316,257 6.80 % UBS Financial Services LLC 242,065 5.21 % iShares Cohen & Steers REIT ETF State Street Bank and Trust Company 5,420,573 16.65 % Charles Schwab & Co., Inc. 3,757,438 11.54 % National Financial Services LLC 2,939,572 9.03 % JPMorgan Chase Bank, National Association 2,363,096 7.26 % iShares Convertible Bond ETF JPMorgan Chase Bank, National Association 2,927,273 87.38 % iShares Core 10+ Year USD Bond ETF SSB – BlackRock Institutional Trust 4,400,000 56.77 % National Financial Services LLC 1,105,889 14.27 % Charles Schwab & Co., Inc. 589,774 7.61 % Fifth Third Bank 574,398 7.41 % iShares Core 1-5 Year USD Bond ETF National Financial Services LLC 7,402,914 42.55 % Morgan Stanley Smith Barney LLC 1,344,257 7.73 % Charles Schwab & Co., Inc. 1,066,843 6.13 % Merrill Lynch Safekeeping 1,046,131 6.01 % iShares Core 5-10 Year USD Bond ETF Merrill Lynch Safekeeping 415,371 69.23 % RBC Capital Markets Corporation 61,856 10.31 % National Financial Services LLC 50,793 8.47 % iShares Core Aggressive Allocation ETF National Financial Services LLC 2,351,541 19.43 % TD Ameritrade Clearing, Inc. 2,100,742 17.36 % Charles Schwab & Co., Inc. 1,315,470 10.87 % Merrill Lynch Safekeeping 1,015,695 8.39 % Ameriprise Enterprise Investment Services Inc./
Beta/133 861,978 7.12 % First Clearing, LLC 823,850 6.81 % Pershing LLC 747,535 6.18 % iShares Core Conservative Allocation ETF TD Ameritrade Clearing, Inc. 2,013,810 19.65 % National Financial Services LLC 1,723,079 16.81 % Charles Schwab & Co., Inc. 1,074,315 10.48 % Ameriprise Enterprise Investment Services Inc./
Beta/133 965,611 9.42 % LPL Financial Corporation 737,036 7.19 % First Clearing, LLC 593,679 5.79 % Merrill Lynch Safekeeping 576,690 5.63 % Pershing LLC 534,198 5.21 % iShares Core Dividend Growth ETF National Financial Services LLC 11,562,944 24.87 % Merrill Lynch Safekeeping 8,812,186 18.95 % Morgan Stanley Smith Barney LLC 3,972,272 8.54 % PNC Bank, National Association 3,466,155 7.45 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Core Growth Allocation ETF National Financial Services LLC 4,026,064 18.05 % TD Ameritrade Clearing, Inc. 2,400,374 10.76 % Merrill Lynch Safekeeping 1,899,115 8.52 % Charles Schwab & Co., Inc. 1,882,338 8.44 % Brown Brothers Harriman & Co. 1,393,632 6.25 % Ameriprise Enterprise Investment Services Inc./
Beta/133 1,178,274 5.28 % iShares Core High Dividend ETF National Financial Services LLC 16,367,366 20.55 % Charles Schwab & Co., Inc. 7,117,970 8.94 % Merrill Lynch Safekeeping 7,047,229 8.85 % Morgan Stanley Smith Barney LLC 5,113,913 6.42 % Ameriprise Enterprise Investment Services Inc./
Beta/133 3,999,231 5.02 % iShares Core International Aggregate Bond ETF SSB – BlackRock Institutional Trust 3,079,958 57.57 % National Financial Services LLC 708,657 13.25 % Ameriprise Enterprise Investment Services Inc./
Beta/133 413,945 7.74 % Pershing LLC 370,449 6.92 % iShares Core Moderate Allocation ETF National Financial Services LLC 4,097,498 22.58 % TD Ameritrade Clearing, Inc. 2,297,258 12.66 % Ameriprise Enterprise Investment Services Inc./
Beta/133 1,987,467 10.95 % Merrill Lynch Safekeeping 1,055,971 5.82 % Pershing LLC 1,008,335 5.56 % Charles Schwab & Co., Inc. 975,416 5.37 % LPL Financial Corporation 959,564 5.29 % SSB – BlackRock Institutional Trust 932,913 5.14 % iShares Core MSCI EAFE ETF National Financial Services LLC 53,154,358 13.16 % State Street Bank and Trust Company 42,645,653 10.56 % Morgan Stanley Smith Barney LLC 31,400,451 7.78 % UBS Financial Services LLC 23,254,399 5.76 % Raymond, James & Associates, Inc. 22,430,050 �� 5.55 % iShares Core MSCI Europe ETF Citibank, N.A. 14,012,859 31.42 % SSB – BlackRock Institutional Trust 7,156,658 16.05 % National Financial Services LLC 5,442,767 12.20 % The Bank of New York Mellon 2,894,690 6.49 % iShares Core MSCI International Developed Merrill Lynch Safekeeping 450,854 75.14 % Markets ETF Goldman Sachs International 123,900 20.65 % iShares Core MSCI Pacific ETF National Financial Services LLC 6,450,241 35.44 % SSB – BlackRock Institutional Trust 4,130,294 22.69 % Pershing LLC 1,688,254 9.28 % State Street Bank and Trust Company 1,060,816 5.83 % iShares Core MSCI Total International Stock ETF SSB – BlackRock Institutional Trust 48,143,424 46.79 % National Financial Services LLC 18,368,488 17.85 % Northern Trust Company 8,523,427 8.28 % iShares Core S&P 500 ETF National Financial Services LLC 58,561,789 12.79 % Charles Schwab & Co., Inc. 35,345,956 7.72 % The Bank of New York Mellon 32,652,184 7.13 % SSB – BlackRock Institutional Trust 24,142,548 5.27 % iShares Core S&P Mid-Cap ETF National Financial Services LLC 26,227,937 11.34 % JPMorgan Chase Bank, National Association 22,951,332 9.92 % Charles Schwab & Co., Inc. 18,634,648 8.06 % First Clearing, LLC 15,614,477 6.75 % TD Ameritrade Clearing, Inc. 14,790,421 6.40 % The Bank of New York Mellon 14,065,263 6.08 % iShares Core S&P Small-Cap ETF National Financial Services LLC 64,464,657 14.97 % Charles Schwab & Co., Inc. 51,291,485 11.91 % First Clearing, LLC 23,738,340 5.51 % Wells Fargo Bank, National Association 22,114,210 5.13 % iShares Core S&P Total U.S. Stock Market ETF National Financial Services LLC 59,145,676 38.18 % The Bank of New York Mellon 13,896,316 8.97 % SSB – BlackRock Institutional Trust 9,320,334 6.02 % State Street Bank and Trust Company 8,866,387 5.72 % Merrill Lynch Safekeeping 8,324,487 5.37 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Core S&P U.S. Growth ETF LPL Financial Corporation 7,557,525 16.68 % National Financial Services LLC 7,158,189 15.80 % UBS Financial Services LLC 6,118,327 13.51 % Merrill Lynch Safekeeping 3,899,600 8.61 % Morgan Stanley Smith Barney LLC 3,230,791 7.13 % The Bank of New York Mellon 2,639,784 5.83 % iShares Core S&P U.S. Value ETF Merrill Lynch Safekeeping 5,797,619 15.42 % National Financial Services LLC 5,482,478 14.58 % LPL Financial Corporation 5,336,800 14.19 % Charles Schwab & Co., Inc. 3,918,857 10.42 % The Bank of New York Mellon 3,041,955 8.09 % Morgan Stanley Smith Barney LLC 2,468,541 6.57 % Edward D. Jones & Co. 1,946,189 5.18 % iShares Core Total USD Bond Market ETF SSB – BlackRock Institutional Trust 10,622,878 59.68 % Edward D. Jones & Co. 2,368,659 13.31 % iShares Core U.S. Aggregate Bond ETF Edward D. Jones & Co. 48,995,967 12.06 % State Street Bank and Trust Company 47,646,454 11.73 % National Financial Services LLC 38,389,232 9.45 % First Clearing, LLC 29,416,922 7.24 % TD Ameritrade Clearing, Inc. 26,288,702 6.47 % Charles Schwab & Co., Inc. 25,405,531 6.25 % iShares Core U.S. REIT ETF Brown Brothers Harriman & Co. 738,208 28.95 % National Financial Services LLC 344,834 13.52 % First Clearing, LLC 204,932 8.04 % Charles Schwab & Co., Inc. 198,929 7.80 % iShares Currency Hedged International High Yield J.P. Morgan Clearing Corp. 11,239 22.48 % Bond ETF Citibank, N.A. 7,550 15.10 % Citadel Securities LLC/Internal 6,945 13.89 % Pershing LLC 6,888 13.78 % E*Trade Clearing LLC 4,400 8.80 % iShares Currency Hedged JPX-Nikkei 400 ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 42,410 42.41 % Citibank, N.A. 29,760 29.76 % J.P. Morgan Clearing Corp. 15,007 15.01 % iShares Currency Hedged MSCI ACWI ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 35,293 35.29 % National Financial Services LLC 15,020 15.02 % Citigroup Global Markets Inc. /Salomon Brothers 12,400 12.40 % Merrill Lynch Safekeeping 8,903 8.90 % Pershing LLC 6,638 6.64 % iShares Currency Hedged MSCI ACWI ex U.S. ETF National Financial Services LLC 1,037,206 35.77 % Charles Schwab & Co., Inc. 648,181 22.35 % JPMorgan Chase Bank, National Association 326,199 11.25 % TD Ameritrade Clearing, Inc. 290,875 10.03 % iShares Currency Hedged MSCI Australia ETF Virtu Financial BD LLC 37,977 25.32 % Citigroup Global Markets Inc. /Salomon Brothers 25,000 16.67 % National Financial Services LLC 23,403 15.60 % J.P. Morgan Clearing Corp. 21,705 14.47 % SG Americas Securities, LLC 14,266 9.51 % Brown Brothers Harriman & Co. 11,735 7.82 % Pershing LLC 7,833 5.22 % iShares Currency Hedged MSCI Canada ETF SG Americas Securities, LLC 18,028 18.03 % National Financial Services LLC 17,786 17.79 % Brown Brothers Harriman & Co. 13,080 13.08 % J.P. Morgan Clearing Corp. 10,089 10.09 % TD Ameritrade Clearing, Inc. 7,528 7.53 % Merrill Lynch Safekeeping 7,318 7.32 % NBCN Inc. /CDS 5,560 5.56 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 5,525 5.53 % iShares Currency Hedged MSCI EAFE ETF Goldman, Sachs & Co. 45,362,344 30.39 % Charles Schwab & Co., Inc. 16,591,263 11.12 % National Financial Services LLC 14,001,149 9.38 % Pershing LLC 10,204,691 6.84 % Morgan Stanley Smith Barney LLC 9,911,678 6.64 % iShares Currency Hedged MSCI EAFE LPL Financial Corporation 99,801 39.92 % Small-Cap ETF J.P. Morgan Clearing Corp. 47,648 19.06 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 31,337 12.53 % Charles Schwab & Co., Inc. 17,459 6.98 % iShares Currency Hedged MSCI Europe J.P. Morgan Clearing Corp. 15,821 31.64 % Small-Cap ETF Goldman, Sachs & Co. 15,700 31.40 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 7,143 14.29 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Currency Hedged MSCI Eurozone ETF Ameriprise Enterprise Investment Services Inc./
Beta/133 4,908,489 9.99 % Charles Schwab & Co., Inc. 4,846,984 9.86 % National Financial Services LLC 4,257,273 8.66 % Citibank, N.A. 4,139,124 8.42 % Deutsche Bank Securities Inc. /Cedear 3,082,527 6.27 % Morgan Stanley Smith Barney LLC 3,038,620 6.18 % iShares Currency Hedged MSCI Germany ETF Charles Schwab & Co., Inc. 8,122,670 30.83 % Citibank, N.A. 2,477,042 9.40 % JPMorgan Chase Bank, National Association 2,023,231 7.68 % Deutsche Bank Securities Inc. /Cedear 1,507,962 5.72 % Ameriprise Enterprise Investment Services Inc./
Beta/133 1,345,435 5.11 % First Clearing, LLC 1,333,300 5.06 % iShares Currency Hedged MSCI Italy ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 114,529 28.63 % National Financial Services LLC 65,693 16.42 % Goldman, Sachs & Co. 44,055 11.01 % Citibank, N.A. 36,240 9.06 % Vanguard Marketing Corporation 28,491 7.12 % J.P. Morgan Clearing Corp. 26,546 6.64 % iShares Currency Hedged MSCI Japan ETF The Bank of New York Mellon 9,877,469 24.76 % JPMorgan Chase Bank, National Association 3,878,490 9.72 % Deutsche Bank Securities Inc. /Cedear 3,731,255 9.35 % Citibank, N.A. 3,310,930 8.30 % Brown Brothers Harriman & Co. 2,581,482 6.47 % Morgan Stanley Smith Barney LLC 2,495,443 6.25 % iShares Currency Hedged MSCI Mexico ETF J.P. Morgan Clearing Corp. 36,160 24.11 % Goldman, Sachs & Co. 35,471 23.65 % Merrill Lynch Safekeeping 31,024 20.68 % Brown Brothers Harriman & Co. 22,818 15.21 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 7,535 5.02 % iShares Currency Hedged MSCI South Korea ETF J.P. Morgan Clearing Corp. 40,217 80.43 % iShares Currency Hedged MSCI Spain ETF First Clearing, LLC 1,326,471 54.14 % Goldman, Sachs & Co. 344,927 14.08 % National Financial Services LLC 199,655 8.15 % iShares Currency Hedged MSCI Switzerland ETF Morgan Stanley Smith Barney LLC 49,600 33.07 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 34,728 23.15 % J.P. Morgan Clearing Corp. 23,371 15.58 % Goldman, Sachs & Co. 12,426 8.28 % Citibank, N.A. 8,110 5.41 % Brown Brothers Harriman & Co. 8,085 5.39 % iShares Currency Hedged MSCI United Merrill Lynch Safekeeping 1,324,300 35.79 % Kingdom ETF UBS Financial Services LLC 825,692 22.32 % Morgan Stanley Smith Barney LLC 478,439 12.93 % Ameriprise Enterprise Investment Services Inc./
Beta/133 423,794 11.45 % iShares Dow Jones U.S. ETF National Financial Services LLC 1,693,310 18.21 % Charles Schwab & Co., Inc. 1,221,206 13.13 % TD Ameritrade Clearing, Inc. 914,316 9.83 % First Clearing, LLC 692,490 7.45 % Pershing LLC 659,605 7.09 % Merrill Lynch Safekeeping 592,104 6.37 % Morgan Stanley Smith Barney LLC 538,257 5.79 % iShares Edge MSCI Intl Momentum Factor ETF Charles Schwab & Co., Inc. 322,783 40.35 % Morgan Stanley Smith Barney LLC 137,671 17.21 % Janney Montgomery Scott Inc. 99,754 12.47 % National Financial Services LLC 54,763 6.85 % Merrill Lynch Safekeeping 45,179 5.65 % iShares Edge MSCI Intl Quality Factor ETF Charles Schwab & Co., Inc. 326,952 36.33 % J.P. Morgan Clearing Corp. 198,295 22.03 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 85,402 9.49 % Goldman, Sachs & Co. 75,618 8.40 % TD Ameritrade Clearing, Inc. 46,796 5.20 % iShares Edge MSCI Intl Size Factor ETF Merrill Lynch Safekeeping 200,259 50.06 % J.P. Morgan Clearing Corp. 197,713 49.43 % iShares Edge MSCI Intl Value Factor ETF Charles Schwab & Co., Inc. 1,096,361 34.26 % National Financial Services LLC 369,747 11.55 % Fifth Third Bank 287,900 9.00 % J.P. Morgan Clearing Corp. 236,922 7.40 % Raymond, James & Associates, Inc. 232,890 7.28 % Pershing LLC 202,250 6.32 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Edge MSCI Min Vol Asia ex Japan ETF Goldman, Sachs & Co. 75,180 37.59 % J.P. Morgan Clearing Corp. 42,779 21.39 % Brown Brothers Harriman & Co. 26,521 13.26 % iShares Edge MSCI Min Vol EAFE Currency Merrill Lynch Safekeeping 503,564 71.94 % Hedged ETF LPL Financial Corporation 108,774 15.54 % iShares Edge MSCI Min Vol EAFE ETF Charles Schwab & Co., Inc. 14,242,858 14.98 % National Financial Services LLC 11,478,096 12.07 % Ameriprise Enterprise Investment Services Inc./
Beta/133 9,940,480 10.45 % Merrill Lynch Safekeeping 7,553,998 7.94 % Pershing LLC 6,238,943 6.56 % iShares Edge MSCI Min Vol Europe Currency J.P. Morgan Clearing Corp. 47,200 31.47 % Hedged ETF Merrill Lynch Safekeeping 35,664 23.78 % Charles Schwab & Co., Inc. 23,409 15.61 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 22,292 14.86 % Goldman, Sachs & Co. 15,603 10.40 % iShares Edge MSCI Min Vol Europe ETF LPL Financial Corporation 160,965 15.33 % SSB – BlackRock Institutional Trust 156,512 14.91 % Ameriprise Enterprise Investment Services Inc./
Beta/133 133,566 12.72 % Pershing LLC 90,227 8.59 % Merrill Lynch Safekeeping 84,743 8.07 % National Financial Services LLC 74,044 7.05 % iShares Edge MSCI Min Vol Global Currency Goldman, Sachs & Co. 51,063 51.06 % Hedged ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 30,001 30.00 % The Bank of New York Mellon 6,630 6.63 % iShares Edge MSCI Min Vol Japan ETF Morgan Stanley Smith Barney LLC 211,477 42.30 % J.P. Morgan Clearing Corp. 77,859 15.57 % Merrill Lynch Safekeeping 51,242 10.25 % iShares Edge MSCI Min Vol USA ETF National Financial Services LLC 32,924,994 12.52 % Merrill Lynch Safekeeping 23,470,304 8.93 % Pershing LLC 22,984,308 8.74 % State Street Bank and Trust Company 20,621,422 7.84 % iShares Edge MSCI Min Vol USA Small-Cap ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 76,601 25.53 % National Financial Services LLC 64,559 21.52 % Scottrade, Inc. 48,623 16.21 % LPL Financial Corporation 38,341 12.78 % TD Ameritrade Clearing, Inc. 18,533 6.18 % iShares Edge MSCI Multifactor Consumer Merrill Lynch, Pierce, Fenner & Smith Incorporated 76,976 76.98 % Discretionary ETF Merrill Lynch Safekeeping 14,719 14.72 % iShares Edge MSCI Multifactor Consumer Staples ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 84,188 84.19 % iShares Edge MSCI Multifactor Energy ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 83,812 83.81 % National Financial Services LLC 6,457 6.46 % iShares Edge MSCI Multifactor Financials ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 51,386 51.39 % Merrill Lynch Safekeeping 17,317 17.32 % Charles Schwab & Co., Inc. 8,849 8.85 % National Financial Services LLC 5,301 5.30 % iShares Edge MSCI Multifactor Global ETF SSB-Trust Custody 492,707 61.59 % Citibank, N.A. 87,724 10.97 % J.P. Morgan Clearing Corp. 47,822 5.98 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 43,273 5.41 % iShares Edge MSCI Multifactor Healthcare ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 49,168 49.17 % LPL Financial Corporation 11,635 11.64 % Pershing LLC 7,271 7.27 % Charles Schwab & Co., Inc. 6,534 6.53 % Merrill Lynch Safekeeping 5,077 5.08 % iShares Edge MSCI Multifactor Industrials ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 39,482 39.48 % LPL Financial Corporation 23,354 23.35 % Merrill Lynch Safekeeping 17,079 17.08 % National Financial Services LLC 6,085 6.09 % iShares Edge MSCI Multifactor Intl ETF Merrill Lynch Safekeeping 2,322,333 25.24 % The Bank of New York Mellon 1,950,264 21.20 % SSB – BlackRock Institutional Trust 1,458,748 15.86 % Wells Fargo Securities, LLC 787,735 8.56 % National Financial Services LLC 732,812 7.97 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Edge MSCI Multifactor Intl Small-Cap ETF Citibank, N.A. 264,170 52.83 % J.P. Morgan Clearing Corp. 59,883 11.98 % National Financial Services LLC 54,587 10.92 % Charles Schwab & Co., Inc. 29,316 5.86 % iShares Edge MSCI Multifactor Materials ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 68,057 68.06 % Merrill Lynch Safekeeping 23,700 23.70 % iShares Edge MSCI Multifactor Technology ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 47,388 47.39 % M&I Marshall & Ilsley Bank 12,300 12.30 % Charles Schwab & Co., Inc. 7,591 7.59 % National Financial Services LLC 7,297 7.30 % iShares Edge MSCI Multifactor USA ETF Merrill Lynch Safekeeping 3,167,216 23.37 % SSB – BlackRock Institutional Trust 2,401,092 17.72 % National Financial Services LLC 2,168,384 16.00 % The Bank of New York Mellon 2,064,935 15.24 % iShares Edge MSCI Multifactor USASmall-Cap ETF The Bank of New York Mellon 361,632 26.79 % Citibank, N.A. 188,265 13.95 % National Financial Services LLC 148,910 11.03 % LPL Financial Corporation 140,218 10.39 % TD Ameritrade Clearing, Inc. 128,078 9.49 % UBS Financial Services LLC 118,084 8.75 % iShares Edge MSCI Multifactor Utilities ETF Merrill Lynch, Pierce, Fenner & Smith Incorporated 91,483 91.48 % iShares Edge MSCI USA Momentum Factor ETF National Financial Services LLC 6,498,085 20.93 % Charles Schwab & Co., Inc. 3,398,347 10.94 % State Street Bank and Trust Company 2,273,453 7.32 % Merrill Lynch Safekeeping 1,936,163 6.24 % TD Ameritrade Clearing, Inc. 1,829,983 5.89 % Northern Trust Company 1,663,320 5.36 % Ameriprise Enterprise Investment Services Inc./
Beta/133 1,586,175 5.11 % Pershing LLC 1,578,715 5.08 % iShares Edge MSCI USA Quality Factor ETF State Street Bank and Trust Company 9,981,051 19.65 % PNC Bank, National Association 5,050,991 9.94 % Charles Schwab & Co., Inc. 4,825,560 9.50 % Citibank, N.A. 4,087,519 8.05 % Merrill Lynch Safekeeping 3,172,476 6.25 % National Financial Services LLC 3,040,834 5.99 % Brown Brothers Harriman & Co. 2,873,383 5.66 % Bank of America/LaSalle Bank NA 2,819,057 5.55 % iShares Edge MSCI USA Size Factor ETF State Street Bank and Trust Company 2,727,442 75.76 % iShares Edge MSCI USA Value Factor ETF Bank of America/LaSalle Bank NA 6,934,259 18.49 % Brown Brothers Harriman & Co. 5,415,918 14.44 % Citibank, N.A. 3,676,362 9.80 % PNC Bank, National Association 3,100,387 8.27 % State Street Bank and Trust Company 2,567,309 6.85 % The Bank of New York Mellon 2,355,655 6.28 % JPMorgan Chase Bank, National Association 2,351,146 6.27 % Northern Trust Company 2,307,144 6.15 % iShares Emerging Markets Infrastructure ETF Charles Schwab & Co., Inc. 208,161 13.88 % National Financial Services LLC 189,580 12.64 % UBS Financial Services LLC 153,978 10.27 % Bank of America, NA/GWIM Trust Operations 131,375 8.76 % First Clearing, LLC 109,630 7.31 % Pershing LLC 86,703 5.78 % iShares Europe Developed Real Estate ETF Charles Schwab & Co., Inc. 261,114 22.71 % National Financial Services LLC 173,656 15.10 % JPMorgan Chase Bank, National Association 110,405 9.60 % Citibank, N.A. 58,715 5.11 % iShares Europe ETF Computershare Trust Company, N.A. 9,648,329 15.79 % The Bank of New York Mellon 8,610,806 14.09 % Brown Brothers Harriman & Co. 5,040,125 8.25 % State Street Bank and Trust Company 4,711,200 7.71 % National Financial Services LLC 4,243,503 6.95 % Morgan Stanley Smith Barney LLC 3,524,489 5.77 % Pershing LLC 3,260,270 5.34 % Citibank, N.A. 3,058,637 5.01 % iShares Exponential Technologies ETF TD Ameritrade Clearing, Inc. 28,058,877 84.64 % iShares Fallen Angels USD Bond ETF Merrill Lynch Safekeeping 249,828 62.46 % Charles Schwab & Co., Inc. 52,958 13.24 % National Financial Services LLC 35,975 8.99 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Floating Rate Bond ETF National Financial Services LLC 14,262,746 13.15 % Charles Schwab & Co., Inc. 10,585,114 9.76 % Citibank, N.A. 9,707,867 8.95 % Bank of America, NA/GWIM Trust Operations 7,631,854 7.03 % The Bank of New York Mellon 6,651,473 6.13 % TD Ameritrade Clearing, Inc. 5,425,083 5.00 % iShares Global 100 ETF Computershare Trust Company, N.A. 10,507,414 55.89 % Merrill Lynch Safekeeping 1,460,989 7.77 % iShares Global Clean Energy ETF National Financial Services LLC 1,426,589 15.02 % Charles Schwab & Co., Inc. 1,023,419 10.77 % Pershing LLC 595,898 6.27 % Merrill Lynch Safekeeping 578,953 6.09 % Brown Brothers Harriman & Co. 575,633 6.06 % iShares Global Consumer Discretionary ETF The Bank of New York Mellon 534,499 22.27 % SSB – BlackRock Institutional Trust 346,899 14.45 % National Financial Services LLC 197,613 8.23 % Charles Schwab & Co., Inc. 168,136 7.01 % Brown Brothers Harriman & Co. 136,018 5.67 % iShares Global Consumer Staples ETF Computershare Trust Company, N.A. 1,110,660 18.21 % Charles Schwab & Co., Inc. 558,696 9.16 % National Financial Services LLC 520,376 8.53 % JPMorgan Chase Bank, National Association 436,014 7.15 % Merrill Lynch Safekeeping 319,304 5.23 % Brown Brothers Harriman & Co. 314,836 5.16 % iShares Global Energy ETF Charles Schwab & Co., Inc. 2,967,927 10.64 % National Financial Services LLC 2,101,799 7.53 % State Street Bank and Trust Company 1,985,255 7.12 % Merrill Lynch Safekeeping 1,711,763 6.14 % Morgan Stanley Smith Barney LLC 1,599,060 5.73 % Deutsche Bank Securities Inc. /Cedear 1,598,379 5.73 % The Bank of New York Mellon 1,514,908 5.43 % iShares Global Financials ETF The Bank of New York Mellon 691,734 10.89 % Charles Schwab & Co., Inc. 679,410 10.70 % State Street Bank and Trust Company 621,226 9.78 % Citibank, N.A. 484,100 7.62 % National Financial Services LLC 470,577 7.41 % Morgan Stanley Smith Barney LLC 447,391 7.05 % First Clearing, LLC 347,462 5.47 % iShares Global Healthcare ETF Computershare Trust Company, N.A. 3,182,530 22.02 % SSB – BlackRock Institutional Trust 1,632,846 11.30 % Citibank, N.A. 1,045,503 7.24 % The Bank of New York Mellon 969,819 6.71 % Brown Brothers Harriman & Co. 770,182 5.33 % Charles Schwab & Co., Inc. 755,809 5.23 % iShares Global Industrials ETF SSB – BlackRock Institutional Trust 355,576 13.68 % Citibank, N.A. 211,299 8.13 % The Bank of New York Mellon 182,785 7.03 % National Financial Services LLC 180,487 6.94 % Charles Schwab & Co., Inc. 173,505 6.67 % BNP Paribas, New York Branch/Custody Services 170,675 6.56 % Merrill Lynch Safekeeping 145,498 5.60 % iShares Global Infrastructure ETF Northern Trust Company 11,477,029 31.53 % State Street Bank and Trust Company 3,977,891 10.93 % National Financial Services LLC 2,493,475 6.85 % iShares Global Materials ETF Charles Schwab & Co., Inc. 603,976 14.05 % National Financial Services LLC 539,677 12.55 % BNP Paribas, New York Branch/Custody Services 452,339 10.52 % TD Ameritrade Clearing, Inc. 237,299 5.52 % iShares Global REIT ETF Raymond, James & Associates, Inc. 3,294,905 23.88 % National Financial Services LLC 1,668,206 12.09 % Charles Schwab & Co., Inc. 1,424,698 10.32 % Northern Trust Company 1,117,119 8.10 % The Bank of New York Mellon 1,002,418 7.26 % iShares Global Tech ETF State Street Bank and Trust Company 959,407 11.16 % Citibank, N.A. 880,044 10.23 % Charles Schwab & Co., Inc. 817,948 9.51 % National Financial Services LLC 648,316 7.54 % Bank of America, NA/GWIM Trust Operations 486,142 5.65 % Brown Brothers Harriman & Co. 460,334 5.35 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Global Telecom ETF Charles Schwab & Co., Inc. 794,160 15.57 % National Financial Services LLC 623,232 12.22 % Merrill Lynch Safekeeping 350,481 6.87 % Morgan Stanley Smith Barney LLC 331,969 6.51 % iShares Global Timber & Forestry ETF JPMorgan Chase Bank, National Association 1,019,870 24.28 % Charles Schwab & Co., Inc. 620,253 14.77 % National Financial Services LLC 463,989 11.05 % TD Ameritrade Clearing, Inc. 307,472 7.32 % iShares Global Utilities ETF National Financial Services LLC 378,980 13.30 % Morgan Stanley Smith Barney LLC 331,293 11.62 % Charles Schwab & Co., Inc. 273,801 9.61 % First Clearing, LLC 187,027 6.56 % Merrill Lynch Safekeeping 166,074 5.83 % iShares GNMA Bond ETF National Financial Services LLC 1,797,376 52.10 % Charles Schwab & Co., Inc. 312,957 9.07 % U.S. Bank N.A. 218,065 6.32 % iShares Government/Credit Bond ETF U.S. Bank N.A. 201,180 18.29 % Merrill Lynch Safekeeping 160,325 14.58 % National Financial Services LLC 157,668 14.33 % Charles Schwab & Co., Inc. 86,073 7.82 % Citibank, N.A. 78,833 7.17 % iShares iBonds Dec 2017 Term Corporate ETF Merrill Lynch Safekeeping 866,974 14.82 % National Financial Services LLC 798,479 13.65 % UBS Financial Services LLC 647,301 11.06 % TD Ameritrade Clearing, Inc. 621,771 10.63 % Morgan Stanley Smith Barney LLC 519,026 8.87 % Charles Schwab & Co., Inc. 518,727 8.87 % LPL Financial Corporation 360,799 6.17 % iShares iBonds Dec 2018 Term Corporate ETF Merrill Lynch Safekeeping 1,341,219 12.71 % TD Ameritrade Clearing, Inc. 1,154,917 10.95 % Morgan Stanley Smith Barney LLC 1,071,749 10.16 % National Financial Services LLC 985,808 9.34 % UBS Financial Services LLC 896,558 8.50 % The Bank of New York Mellon 875,885 8.30 % Charles Schwab & Co., Inc. 805,767 7.64 % LPL Financial Corporation 565,013 5.36 % iShares iBonds Dec 2019 Term Corporate ETF TD Ameritrade Clearing, Inc. 1,682,845 13.68 % Merrill Lynch Safekeeping 1,645,855 13.38 % UBS Financial Services LLC 1,227,011 9.98 % National Financial Services LLC 1,112,067 9.04 % Charles Schwab & Co., Inc. 938,304 7.63 % The Bank of New York Mellon 909,793 7.40 % Morgan Stanley Smith Barney LLC 850,867 6.92 % LPL Financial Corporation 678,577 5.52 % iShares iBonds Dec 2020 Term Corporate ETF TD Ameritrade Clearing, Inc. 1,551,306 12.77 % Merrill Lynch Safekeeping 1,434,320 11.81 % Morgan Stanley Smith Barney LLC 1,142,468 9.40 % National Financial Services LLC 922,750 7.59 % The Bank of New York Mellon 882,071 7.26 % UBS Financial Services LLC 866,735 7.13 % Charles Schwab & Co., Inc. 806,271 6.64 % U.S. Bank N.A. 718,345 5.91 % LPL Financial Corporation 689,372 5.67 % iShares iBonds Dec 2021 Term Corporate ETF Charles Schwab & Co., Inc. 2,432,953 17.82 % Merrill Lynch Safekeeping 1,801,306 13.20 % National Financial Services LLC 1,549,456 11.35 % TD Ameritrade Clearing, Inc. 1,379,076 10.10 % The Bank of New York Mellon 895,561 6.56 % Morgan Stanley Smith Barney LLC 727,600 5.33 % iShares iBonds Dec 2021 Term Muni Bond ETF Charles Schwab & Co., Inc. 884,488 19.02 % National Financial Services LLC 545,267 11.73 % First Clearing, LLC 459,982 9.89 % Merrill Lynch Safekeeping 380,146 8.18 % UBS Financial Services LLC 371,536 7.99 % U.S. Bank N.A. 241,141 5.19 % iShares iBonds Dec 2022 Term Corporate ETF Charles Schwab & Co., Inc. 2,838,943 28.39 % National Financial Services LLC 1,359,185 13.59 % Merrill Lynch Safekeeping 1,202,361 12.02 % Morgan Stanley Smith Barney LLC 686,227 6.86 % TD Ameritrade Clearing, Inc. 663,009 6.63 % Scottrade, Inc. 593,051 5.93 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares iBonds Dec 2022 Term Muni Bond ETF Charles Schwab & Co., Inc. 1,084,218 25.21 % U.S. Bank N.A. 578,583 13.46 % First Clearing, LLC 430,338 10.01 % National Financial Services LLC 393,985 9.16 % Merrill Lynch Safekeeping 371,367 8.64 % iShares iBonds Dec 2023 Term Corporate ETF Charles Schwab & Co., Inc. 1,264,994 21.62 % Merrill Lynch Safekeeping 1,219,492 20.85 % National Financial Services LLC 984,364 16.83 % U.S. Bank N.A. 357,977 6.12 % TD Ameritrade Clearing, Inc. 348,570 5.96 % iShares iBonds Dec 2023 Term Muni Bond ETF J.P. Morgan Clearing Corp. 45,372 45.37 % iShares iBonds Dec 2024 Term Corporate ETF Charles Schwab & Co., Inc. 1,360,921 28.35 % Merrill Lynch Safekeeping 909,190 18.94 % National Financial Services LLC 708,097 14.75 % Morgan Stanley Smith Barney LLC 307,929 6.42 % UBS Financial Services LLC 283,732 5.91 % iShares iBonds Dec 2025 Term Corporate ETF Charles Schwab & Co., Inc. 2,226,450 32.98 % Merrill Lynch Safekeeping 1,415,502 20.97 % National Financial Services LLC 1,232,656 18.26 % iShares iBonds Dec 2026 Term Corporate ETF National Financial Services LLC 324,223 29.47 % Charles Schwab & Co., Inc. 195,689 17.79 % Merrill Lynch Safekeeping 150,837 13.71 % TD Ameritrade Clearing, Inc. 121,648 11.06 % FOLIO (FN) Investment, Inc. 65,587 5.96 % iShares iBonds Mar 2018 Term Corporate ETF Morgan Stanley Smith Barney LLC 708,482 17.28 % Merrill Lynch Safekeeping 671,791 16.39 % Charles Schwab & Co., Inc. 580,110 14.15 % U.S. Bank N.A. 309,094 7.54 % National Financial Services LLC 296,736 7.24 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 263,575 6.43 % iShares iBonds Mar 2018 Term Corporate Charles Schwab & Co., Inc. 860,229 23.57 % ex-Financials ETF U.S. Bank N.A. 456,000 12.49 % National Financial Services LLC 339,357 9.30 % Pershing LLC 270,191 7.40 % UBS Financial Services LLC 266,257 7.29 % Stifel, Nicolaus & Company Incorporated 198,373 5.43 % SSB – BlackRock Institutional Trust 197,561 5.41 % iShares iBonds Mar 2020 Term Corporate ETF Morgan Stanley Smith Barney LLC 566,789 16.92 % Merrill Lynch Safekeeping 459,580 13.72 % Charles Schwab & Co., Inc. 403,100 12.03 % National Financial Services LLC 382,656 11.42 % TD Ameritrade Clearing, Inc. 221,008 6.60 % iShares iBonds Mar 2020 Term Corporate Charles Schwab & Co., Inc. 542,260 15.72 % ex-Financials ETF J.P. Morgan Clearing Corp. 452,918 13.13 % U.S. Bank N.A. 402,200 11.66 % National Financial Services LLC 338,960 9.82 % UBS Financial Services LLC 233,536 6.77 % Pershing LLC 205,440 5.95 % iShares iBonds Mar 2023 Term Corporate ETF Morgan Stanley Smith Barney LLC 875,344 27.35 % Merrill Lynch Safekeeping 379,158 11.85 % Pershing LLC 247,154 7.72 % Brown Brothers Harriman & Co. 190,000 5.94 % National Financial Services LLC 182,644 5.71 % J.P. Morgan Clearing Corp. 170,403 5.33 % Stifel, Nicolaus & Company Incorporated 164,764 5.15 % iShares iBonds Mar 2023 Term Corporate Pershing LLC 346,338 18.23 % ex-Financials ETF Stifel, Nicolaus & Company Incorporated 257,707 13.56 % Charles Schwab & Co., Inc. 233,410 12.28 % Robert W. Baird & Co. Incorporated 141,785 7.46 % SSB – BlackRock Institutional Trust 128,900 6.78 % UBS Financial Services LLC 121,930 6.42 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 102,665 5.40 % iShares iBonds Sep 2017 Term Muni Bond ETF Charles Schwab & Co., Inc. 1,252,336 16.26 % National Financial Services LLC 1,240,777 16.11 % Merrill Lynch Safekeeping 922,891 11.99 % First Clearing, LLC 794,261 10.32 % Morgan Stanley Smith Barney LLC 589,069 7.65 % U.S. Bank N.A. 471,592 6.12 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares iBonds Sep 2018 Term Muni Bond ETF Charles Schwab & Co., Inc. 1,260,637 16.59 % National Financial Services LLC 1,223,019 16.09 % First Clearing, LLC 756,844 9.96 % Merrill Lynch Safekeeping 684,169 9.00 % Morgan Stanley Smith Barney LLC 522,910 6.88 % UBS Financial Services LLC 490,535 6.45 % iShares iBonds Sep 2019 Term Muni Bond ETF Charles Schwab & Co., Inc. 1,251,526 17.75 % National Financial Services LLC 1,064,703 15.10 % Merrill Lynch Safekeeping 890,075 12.63 % First Clearing, LLC 628,520 8.92 % UBS Financial Services LLC 503,410 7.14 % Morgan Stanley Smith Barney LLC 414,404 5.88 % iShares iBonds Sep 2020 Term Muni Bond ETF Charles Schwab & Co., Inc. 1,599,932 23.02 % National Financial Services LLC 813,809 11.71 % Merrill Lynch Safekeeping 757,192 10.89 % First Clearing, LLC 598,693 8.61 % UBS Financial Services LLC 503,534 7.25 % Morgan Stanley Smith Barney LLC 443,617 6.38 % iShares iBoxx $ High Yield Corporate Bond ETF National Financial Services LLC 27,104,888 12.29 % State Street Bank and Trust Company 19,728,981 8.95 % The Bank of New York Mellon 15,833,176 7.18 % Morgan Stanley Smith Barney LLC 13,591,831 6.16 % Charles Schwab & Co., Inc. 12,852,178 5.83 % Merrill Lynch Safekeeping 11,980,832 5.43 % Northern Trust Company 11,968,093 5.43 % Pershing LLC 11,130,996 5.05 % iShares iBoxx $ High Yield ex Oil & Gas Corporate Merrill Lynch Safekeeping 99,868 49.93 % Bond ETF J.P. Morgan Clearing Corp. 89,697 44.85 % iShares iBoxx $ Investment Grade Corporate Merrill Lynch Safekeeping 34,457,640 12.96 % Bond ETF The Bank of New York Mellon 29,971,833 11.27 % National Financial Services LLC 23,008,627 8.65 % JPMorgan Chase Bank, National Association 17,306,646 6.51 % Charles Schwab & Co., Inc. 15,612,610 5.87 % TD Ameritrade Clearing, Inc. 14,082,158 5.30 % iShares India 50 ETF State Street Bank and Trust Company 4,747,427 18.09 % Citibank, N.A. 4,611,264 17.57 % Brown Brothers Harriman & Co. 2,634,758 10.04 % National Financial Services LLC 1,855,155 7.07 % SSB – BlackRock Institutional Trust 1,492,511 5.69 % The Bank of New York Mellon 1,396,941 5.32 % iShares Intermediate Credit Bond ETF National Financial Services LLC 8,012,270 12.46 % Charles Schwab & Co., Inc. 5,686,636 8.84 % First Clearing, LLC 4,699,149 7.31 % Pershing LLC 4,194,467 6.52 % TD Ameritrade Clearing, Inc. 3,983,057 6.19 % iShares Intermediate Government/Credit Bond ETF TD Ameritrade Clearing, Inc. 6,749,622 31.32 % National Financial Services LLC 1,924,130 8.93 % Charles Schwab & Co., Inc. 1,704,961 7.91 % iShares International Developed Property ETF Charles Schwab & Co., Inc. 789,125 21.33 % National Financial Services LLC 649,218 17.55 % TD Ameritrade Clearing, Inc. 596,915 16.13 % Morgan Stanley Smith Barney LLC 210,655 5.69 % Merrill Lynch Safekeeping 192,571 5.20 % iShares International Developed Real Estate ETF National Financial Services LLC 3,657,044 19.77 % Wells Fargo Bank, National Association 3,292,471 17.80 % Charles Schwab & Co., Inc. 2,295,924 12.41 % TD Ameritrade Clearing, Inc. 2,210,883 11.95 % iShares International Dividend Growth ETF Merrill Lynch Safekeeping 225,793 50.18 % J.P. Morgan Clearing Corp. 41,596 9.24 % National Financial Services LLC 34,438 7.65 % D.A. Davidson & Co. 25,191 5.60 % Pershing LLC 24,581 5.46 % iShares International Preferred Stock ETF National Financial Services LLC 596,295 15.29 % Merrill Lynch Safekeeping 452,550 11.60 % Charles Schwab & Co., Inc. 325,574 8.35 % Pershing LLC 275,745 7.07 % LPL Financial Corporation 258,524 6.63 % Morgan Stanley Smith Barney LLC 250,841 6.43 % D.A. Davidson & Co. 214,265 5.49 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares International Select Dividend ETF National Financial Services LLC 16,579,955 13.14 % Ameriprise Enterprise Investment Services Inc./
Beta/133 14,720,596 11.66 % Merrill Lynch Safekeeping 10,847,787 8.60 % Charles Schwab & Co., Inc. 10,533,494 8.35 % Morgan Stanley Smith Barney LLC 9,497,804 7.53 % First Clearing, LLC 8,142,299 6.45 % iShares International Treasury Bond ETF National Financial Services LLC 1,121,974 17.39 % Charles Schwab & Co., Inc. 970,977 15.05 % First Clearing, LLC 626,021 9.71 % Pershing LLC 450,155 6.98 % The Bank of New York Mellon/ Mellon Trust of
New England, National Association 350,144 5.43 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 322,687 5.00 % iShares J.P. Morgan USD Emerging Markets State Street Bank and Trust Company 10,618,955 11.18 % Bond ETF Charles Schwab & Co., Inc. 9,435,975 9.93 % JPMorgan Chase Bank, National Association 8,124,968 8.55 % National Financial Services LLC 6,804,874 7.16 % First Clearing, LLC 6,661,430 7.01 % The Bank of New York Mellon 5,871,354 6.18 % iShares JPX-Nikkei 400 ETF Northern Trust Company 186,195 12.41 % Morgan Stanley Smith Barney LLC 174,709 11.65 % Merrill Lynch Safekeeping 140,048 9.34 % Brown Brothers Harriman & Co. 82,597 5.51 % National Financial Services LLC 80,104 5.34 % iShares Latin America 40 ETF Citibank, N.A. 8,205,743 21.45 % Pershing LLC 3,444,564 9.01 % Brown Brothers Harriman & Co. 2,868,433 7.50 % National Financial Services LLC 2,657,326 6.95 % State Street Bank and Trust Company 2,305,162 6.03 % Charles Schwab & Co., Inc. 2,211,618 5.78 % iShares MBS ETF Merrill Lynch Safekeeping 41,346,943 41.93 % National Financial Services LLC 5,811,748 5.89 % TD Ameritrade Clearing, Inc. 5,534,292 5.61 % First Clearing, LLC 5,139,068 5.21 % iShares Micro-Cap ETF Charles Schwab & Co., Inc. 2,696,345 27.51 % National Financial Services LLC 1,544,456 15.76 % TD Ameritrade Clearing, Inc. 990,280 10.10 % State Street Bank and Trust Company 619,695 6.32 % iShares Morningstar Large-Cap ETF National Financial Services LLC 797,938 13.88 % Charles Schwab & Co., Inc. 733,041 12.75 % Ameriprise Enterprise Investment Services Inc./
Beta/133 717,634 12.48 % First Clearing, LLC 396,998 6.90 % TD Ameritrade Clearing, Inc. 365,600 6.36 % LPL Financial Corporation 347,295 6.04 % Pershing LLC 339,076 5.90 % Morgan Stanley Smith Barney LLC 322,015 5.60 % Merrill Lynch Safekeeping 311,803 5.42 % iShares Morningstar Large-Cap Growth ETF National Financial Services LLC 718,162 13.42 % Morgan Stanley Smith Barney LLC 681,353 12.74 % JPMorgan Chase Bank, National Association 563,510 10.53 % Merrill Lynch Safekeeping 538,274 10.06 % Charles Schwab & Co., Inc. 504,595 9.43 % First Clearing, LLC 482,500 9.02 % Pershing LLC 334,404 6.25 % TD Ameritrade Clearing, Inc. 311,009 5.81 % Ameriprise Enterprise Investment Services Inc./
Beta/133 288,474 5.39 % iShares Morningstar Large-Cap Value ETF JPMorgan Chase Bank, National Association 634,344 15.86 % Merrill Lynch Safekeeping 481,339 12.03 % Morgan Stanley Smith Barney LLC 466,197 11.65 % First Clearing, LLC 399,861 10.00 % National Financial Services LLC 364,082 9.10 % Charles Schwab & Co., Inc. 242,342 6.06 % LPL Financial Corporation 219,266 5.48 % Pershing LLC 206,566 5.16 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares Morningstar Mid-Cap ETF National Financial Services LLC 684,534 15.38 % Ameriprise Enterprise Investment Services Inc./
Beta/133 457,327 10.28 % Morgan Stanley Smith Barney LLC 445,000 10.00 % First Clearing, LLC 394,368 8.86 % Charles Schwab & Co., Inc. 338,687 7.61 % Pershing LLC 338,399 7.60 % Raymond, James & Associates, Inc. 282,188 6.34 % The Bank of New York Mellon 271,209 6.09 % UBS Financial Services LLC 266,907 6.00 % TD Ameritrade Clearing, Inc. 245,036 5.51 % iShares Morningstar Mid-Cap Growth ETF National Financial Services LLC 223,778 18.65 % Charles Schwab & Co., Inc. 205,700 17.14 % Morgan Stanley Smith Barney LLC 133,728 11.14 % First Clearing, LLC 122,409 10.20 % Ameriprise Enterprise Investment Services Inc./
Beta/133 73,336 6.11 % TD Ameritrade Clearing, Inc. 66,268 5.52 % Pershing LLC 65,345 5.45 % iShares Morningstar Mid-Cap Value ETF Morgan Stanley Smith Barney LLC 541,759 20.84 % National Financial Services LLC 371,494 14.29 % Charles Schwab & Co., Inc. 252,506 9.71 % TD Ameritrade Clearing, Inc. 202,220 7.78 % First Clearing, LLC 160,427 6.17 % Ameriprise Enterprise Investment Services Inc./
Beta/133 138,720 5.34 % Pershing LLC 136,293 5.24 % JPMorgan Chase Bank, National Association 134,310 5.17 % iShares Morningstar Multi-Asset Income ETF Merrill Lynch Safekeeping 2,415,097 19.63 % National Financial Services LLC 1,581,085 12.85 % Ameriprise Enterprise Investment Services Inc./
Beta/133 1,367,414 11.12 % LPL Financial Corporation 789,443 6.42 % First Clearing, LLC 767,138 6.24 % Pershing LLC 646,123 5.25 % Charles Schwab & Co., Inc. 639,314 5.20 % iShares Morningstar Small-Cap ETF Morgan Stanley Smith Barney LLC 220,816 14.72 % National Financial Services LLC 182,354 12.16 % Charles Schwab & Co., Inc. 152,380 10.16 % First Clearing, LLC 151,305 10.09 % Ameriprise Enterprise Investment Services Inc./
Beta/133 133,826 8.92 % UBS Financial Services LLC 113,910 7.59 % Pershing LLC 110,778 7.39 % LPL Financial Corporation 83,873 5.59 % iShares Morningstar Small-Cap Growth ETF First Clearing, LLC 102,589 13.68 % National Financial Services LLC 100,630 13.42 % Morgan Stanley Smith Barney LLC 98,291 13.11 % Charles Schwab & Co., Inc. 77,734 10.36 % Pershing LLC 56,670 7.56 % Merrill Lynch Safekeeping 50,989 6.80 % Ameriprise Enterprise Investment Services Inc./
Beta/133 44,595 5.95 % LPL Financial Corporation 41,896 5.59 % TD Ameritrade Clearing, Inc. 41,678 5.56 % iShares Morningstar Small-Cap Value ETF National Financial Services LLC 472,393 14.10 % Morgan Stanley Smith Barney LLC 437,341 13.05 % Charles Schwab & Co., Inc. 385,978 11.52 % TD Ameritrade Clearing, Inc. 312,146 9.32 % UBS Financial Services LLC 237,834 7.10 % First Clearing, LLC 200,324 5.98 % Pershing LLC 182,065 5.43 % iShares Mortgage Real Estate Capped ETF National Financial Services LLC 5,382,727 18.40 % Charles Schwab & Co., Inc. 3,009,594 10.29 % TD Ameritrade Clearing, Inc. 2,039,355 6.97 % Citibank, N.A. 2,034,953 6.96 % First Clearing, LLC 1,725,542 5.90 % Pershing LLC 1,679,261 5.74 % Merrill Lynch Safekeeping 1,620,264 5.54 % Morgan Stanley Smith Barney LLC 1,548,322 5.29 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares MSCI ACWI ETF National Financial Services LLC 17,821,099 17.27 % Citibank, N.A. 9,258,713 8.97 % JPMorgan Chase Bank, National Association 9,010,803 8.73 % The Bank of New York Mellon 8,501,464 8.24 % Brown Brothers Harriman & Co. 6,941,906 6.73 % Northern Trust Company 5,830,142 5.65 % Charles Schwab & Co., Inc. 5,174,398 5.01 % iShares MSCI ACWI ex U.S. ETF Charles Schwab & Co., Inc. 7,561,455 15.89 % National Financial Services LLC 5,951,398 12.50 % The Bank of New York Mellon 5,716,848 12.01 % Merrill Lynch Safekeeping 2,809,025 5.90 % Morgan Stanley Smith Barney LLC 2,699,257 5.67 % UBS Financial Services LLC 2,468,056 5.18 % iShares MSCI ACWI Low Carbon Target ETF Northern Trust Company/United Nations Joint
Staff Pension Fund 1,223,200 33.98 % State Street Bank and Trust Company 502,946 13.97 % Brown Brothers Harriman & Co. 501,150 13.92 % The Bank of New York Mellon 320,991 8.92 % Merrill Lynch Safekeeping 208,484 5.79 % iShares MSCI All Country Asia ex Japan ETF Brown Brothers Harriman & Co. 10,194,403 20.98 % The Bank of New York Mellon 6,977,638 14.36 % JPMorgan Chase Bank, National Association 6,285,065 12.93 % Citibank, N.A. 5,350,326 11.01 % State Street Bank and Trust Company 4,784,398 9.84 % iShares MSCI All Peru Capped ETF Brown Brothers Harriman & Co. 1,369,366 21.23 % National Financial Services LLC 497,525 7.71 % Morgan Stanley Smith Barney LLC 477,155 7.40 % State Street Bank and Trust Company 417,113 6.47 % iShares MSCI Argentina and Global Exposure ETF Merrill Lynch Safekeeping 50,000 50.00 % J.P. Morgan Clearing Corp. 48,995 49.00 % iShares MSCI Brazil Small-Cap ETF Pershing LLC 661,550 15.57 % National Financial Services LLC 623,055 14.66 % Charles Schwab & Co., Inc. 333,657 7.85 % Merrill Lynch Safekeeping 272,708 6.42 % Interactive Brokers Retail Equity Clearing 243,003 5.72 % JPMorgan Chase Bank, National Association 237,686 5.59 % iShares MSCI China A ETF Merrill Lynch Safekeeping 320,690 91.63 % iShares MSCI China ETF Deutsche Bank Securities Inc. /Cedear 11,167,236 24.82 % Brown Brothers Harriman & Co. 9,594,111 21.32 % State Street Bank and Trust Company 5,966,690 13.26 % Citibank, N.A. 4,638,677 10.31 % Northern Trust Company 2,754,962 6.12 % iShares MSCI China Small-Cap ETF National Financial Services LLC 63,998 14.22 % J.P. Morgan Clearing Corp. 44,968 9.99 % Charles Schwab & Co., Inc. 42,613 9.47 % TD Ameritrade Clearing, Inc. 34,725 7.72 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 26,421 5.87 % Citibank, N.A. 25,701 5.71 % Pershing LLC 22,518 5.00 % iShares MSCI Denmark Capped ETF Brown Brothers Harriman & Co. 173,250 17.33 % Morgan Stanley Smith Barney LLC 142,838 14.28 % The Bank of New York Mellon 122,882 12.29 % Citibank, N.A. 85,137 8.51 % SG Americas Securities, LLC 76,796 7.68 % State Street Bank and Trust Company 63,800 6.38 % iShares MSCI EAFE ESG Optimized ETF Merrill Lynch Safekeeping 917,134 45.86 % U.S. Bank N.A. 881,000 44.05 % iShares MSCI EAFE ETF JPMorgan Chase Bank, National Association 143,850,455 13.21 % Merrill Lynch Safekeeping 101,399,549 9.31 % SSB – BlackRock Institutional Trust 83,250,906 7.64 % Charles Schwab & Co., Inc. 65,440,937 6.01 % National Financial Services LLC 59,225,862 5.44 % iShares MSCI EAFE Growth ETF National Financial Services LLC 4,754,027 12.64 % Edward D. Jones & Co. 4,136,887 11.00 % Charles Schwab & Co., Inc. 3,971,032 10.56 % Wells Fargo Bank, National Association 2,335,207 6.21 % Morgan Stanley Smith Barney LLC 2,334,856 6.21 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares MSCI EAFE Small-Cap ETF Charles Schwab & Co., Inc. 27,466,546 20.47 % National Financial Services LLC 16,723,955 12.46 % Edward D. Jones & Co. 13,547,350 10.09 % State Street Bank and Trust Company 11,077,537 8.25 % TD Ameritrade Clearing, Inc. 10,620,494 7.91 % Pershing LLC 9,292,475 6.92 % The Bank of New York Mellon 6,730,501 5.02 % iShares MSCI EAFE Value ETF Edward D. Jones & Co. 20,583,977 21.53 % Charles Schwab & Co., Inc. 8,372,628 8.76 % National Financial Services LLC 8,059,884 8.43 % Ameriprise Enterprise Investment Services Inc./
Beta/133 7,415,209 7.76 % TD Ameritrade Clearing, Inc. 5,806,491 6.07 % iShares MSCI Europe Financials ETF Brown Brothers Harriman & Co. 6,216,154 12.84 % Morgan Stanley Smith Barney LLC 4,523,887 9.35 % Bank of America/LaSalle Bank NA 3,379,473 6.98 % Charles Schwab & Co., Inc. 3,354,811 6.93 % National Financial Services LLC 3,184,898 6.58 % Goldman, Sachs & Co. 2,802,655 5.79 % Merrill Lynch Safekeeping 2,654,592 5.48 % iShares MSCI Europe Small-Cap ETF Citibank, N.A. 657,285 33.71 % National Financial Services LLC 309,998 15.90 % Merrill Lynch Safekeeping 144,962 7.43 % Charles Schwab & Co., Inc. 143,323 7.35 % TD Ameritrade Clearing, Inc. 130,419 6.69 % iShares MSCI Finland Capped ETF State Street Bank and Trust Company 330,737 36.75 % Citibank, N.A. 145,885 16.21 % JPMorgan Chase Bank NA/DBTC Americas/Deutsche Bank AG, London 100,000 11.11 % Brown Brothers Harriman & Co. 79,246 8.81 % SG Americas Securities, LLC 62,910 6.99 % iShares MSCI Germany Small-Cap ETF National Financial Services LLC 88,309 17.66 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 62,542 12.51 % Charles Schwab & Co., Inc. 53,612 10.72 % TD Ameritrade Clearing, Inc. 45,545 9.11 % Merrill Lynch Safekeeping 30,647 6.13 % Morgan Stanley Smith Barney LLC 25,944 5.19 % iShares MSCI Global Impact ETF Merrill Lynch Safekeeping 246,423 61.61 % TD Ameritrade Clearing, Inc. 44,587 11.15 % iShares MSCI India ETF State Street Bank and Trust Company 33,747,522 21.74 % JPMorgan Chase Bank, National Association 16,467,168 10.61 % The Bank of New York Mellon 13,906,143 8.96 % Citibank, N.A. 13,692,860 8.82 % Brown Brothers Harriman & Co. 11,408,377 7.35 % Northern Trust Company 10,920,267 7.03 % iShares MSCI India Small-Cap ETF National Financial Services LLC 672,250 17.93 % Raymond, James & Associates, Inc. 600,624 16.02 % JPMorgan Chase Bank, National Association 338,207 9.02 % Charles Schwab & Co., Inc. 305,484 8.15 % State Street Bank and Trust Company 270,189 7.21 % iShares MSCI Indonesia ETF Northern Trust Company/United Nations Joint
Staff Pension Fund 3,413,400 17.15 % State Street Bank and Trust Company 3,133,505 15.75 % Brown Brothers Harriman & Co. 2,157,195 10.84 % Citibank, N.A. 1,228,247 6.17 % iShares MSCI Ireland Capped ETF Charles Schwab & Co., Inc. 337,895 21.12 % First Clearing, LLC 120,530 7.53 % National Financial Services LLC 114,689 7.17 % SG Americas Securities, LLC 93,047 5.82 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 88,771 5.55 % Morgan Stanley Smith Barney LLC 81,098 5.07 % iShares MSCI KLD 400 Social ETF BNP Paribas, New York Branch/Custody Services 990,904 10.60 % Charles Schwab & Co., Inc. 974,499 10.42 % Merrill Lynch Safekeeping 927,417 9.92 % National Financial Services LLC 834,348 8.92 % Morgan Stanley Smith Barney LLC 655,898 7.01 % JPMorgan Chase Bank, National Association 648,915 6.94 % The Bank of New York Mellon 605,071 6.47 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares MSCI Kokusai ETF Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) 575,380 19.18 % Interactive Brokers Retail Equity Clearing 492,654 16.42 % Pershing LLC 488,664 16.29 % Citibank, N.A. 308,095 10.27 % Morgan Stanley & Co. Incorporated 262,210 8.74 % The Bank of New York Mellon 210,727 7.02 % TradeStation Securities, Inc. 201,311 6.71 % iShares MSCI New Zealand Capped ETF National Financial Services LLC 483,621 13.62 % Morgan Stanley Smith Barney LLC 334,450 9.42 % Charles Schwab & Co., Inc. 279,102 7.86 % First Clearing, LLC 246,555 6.95 % JPMorgan Chase Bank, National Association 202,371 5.70 % The Bank of New York Mellon 184,619 5.20 % Penson Financial Services, Inc./Ridge 179,576 5.06 % iShares MSCI Norway Capped ETF Citibank, N.A. 270,152 22.51 % The Bank of New York Mellon 193,740 16.15 % National Financial Services LLC 88,702 7.39 % Charles Schwab & Co., Inc. 79,993 6.67 % LPL Financial Corporation 72,179 6.01 % SG Americas Securities, LLC 72,101 6.01 % iShares MSCI Philippines ETF State Street Bank and Trust Company 882,742 16.66 % Brown Brothers Harriman & Co. 554,686 10.47 % Citibank, N.A. 543,528 10.26 % The Bank of New York Mellon 327,791 6.18 % JPMorgan Chase Bank, National Association 283,154 5.34 % Charles Schwab & Co., Inc. 276,917 5.22 % National Financial Services LLC 273,313 5.16 % iShares MSCI Poland Capped ETF State Street Bank and Trust Company 2,519,597 20.82 % The Bank of New York Mellon 907,282 7.50 % Northern Trust Company/United Nations Joint
Staff Pension Fund 900,000 7.44 % JPMorgan Chase Bank, National Association 658,878 5.45 % Citibank, N.A. 617,699 5.10 % Charles Schwab & Co., Inc. 605,765 5.01 % iShares MSCI Qatar Capped ETF Northern Trust Company/United Nations Joint
Staff Pension Fund 1,242,952 52.89 % The Bank of New York Mellon 425,144 18.09 % Brown Brothers Harriman & Co. 317,565 13.51 % iShares MSCI Saudi Arabia Capped ETF J.P. Morgan Clearing Corp. 91,823 26.24 % BNP Paribas, New York Branch/Custody Services 54,925 15.69 % National Financial Services LLC 31,505 9.00 % Charles Schwab & Co., Inc. 25,108 7.17 % JPMorgan Chase Bank, National Association 25,000 7.14 % Citibank, N.A. 23,088 6.60 % Interactive Brokers Retail Equity Clearing 19,125 5.46 % iShares MSCI UAE Capped ETF Northern Trust Company/United Nations Joint
Staff Pension Fund 1,146,423 46.79 % The Bank of New York Mellon 479,163 19.56 % Brown Brothers Harriman & Co. 298,427 12.18 % Citibank, N.A. 165,754 6.77 % iShares MSCI United Kingdom ETF Merrill Lynch Safekeeping 24,432,667 29.69 % Charles Schwab & Co., Inc. 7,906,070 9.61 % State Street Bank and Trust Company 5,078,433 6.17 % iShares MSCI United Kingdom Small-Cap ETF National Financial Services LLC 294,749 32.75 % Pershing LLC 79,595 8.84 % Goldman, Sachs & Co. 77,387 8.60 % SG Americas Securities, LLC 76,787 8.53 % J.P. Morgan Clearing Corp. 65,960 7.33 % Charles Schwab & Co., Inc. 60,805 6.76 % TD Ameritrade Clearing, Inc. 45,102 5.01 % iShares MSCI USA ESG Optimized ETF Merrill Lynch Safekeeping 87,693 87.69 % Charles Schwab & Co., Inc. 5,260 5.26 % iShares MSCI USA ESG Select ETF Merrill Lynch Safekeeping 728,924 13.62 % Charles Schwab & Co., Inc. 651,571 12.18 % Morgan Stanley Smith Barney LLC 483,355 9.03 % National Financial Services LLC 365,225 6.83 % iShares Nasdaq Biotechnology ETF Merrill Lynch Safekeeping 3,125,839 11.22 % National Financial Services LLC 2,949,555 10.59 % Charles Schwab & Co., Inc. 2,722,878 9.78 % Morgan Stanley Smith Barney LLC 1,985,318 7.13 % Citibank, N.A. 1,623,371 5.83 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares National Muni Bond ETF National Financial Services LLC 9,858,550 13.45 % Charles Schwab & Co., Inc. 8,026,699 10.95 % Penson Financial Services, Inc./Ridge 7,324,051 9.99 % UBS Financial Services LLC 4,831,783 6.59 % Merrill Lynch Safekeeping 4,397,320 6.00 % First Clearing, LLC 3,908,523 5.33 % TD Ameritrade Clearing, Inc. 3,750,692 5.12 % Pershing LLC 3,745,730 5.11 % iShares New York Muni Bond ETF National Financial Services LLC 484,698 21.07 % Charles Schwab & Co., Inc. 308,649 13.42 % Merrill Lynch Safekeeping 274,207 11.92 % Pershing LLC 162,871 7.08 % UBS Financial Services LLC 159,362 6.93 % Morgan Stanley Smith Barney LLC 121,952 5.30 % iShares North American Natural Resources ETF The Bank of New York Mellon 5,198,217 17.47 % Charles Schwab & Co., Inc. 4,188,890 14.08 % National Financial Services LLC 3,323,365 11.17 % Morgan Stanley Smith Barney LLC 2,777,504 9.34 % Merrill Lynch Safekeeping 1,683,868 5.66 % U.S. Bank N.A. 1,669,763 5.61 % TD Ameritrade Clearing, Inc. 1,498,562 5.04 % iShares North American Tech ETF Charles Schwab & Co., Inc. 1,244,018 15.36 % Citibank, N.A. 1,091,299 13.47 % National Financial Services LLC 926,079 11.43 % JPMorgan Chase Bank, National Association 732,937 9.05 % BMO Nesbitt Burns Inc. /CDS 645,936 7.97 % Morgan Stanley Smith Barney LLC 449,409 5.55 % iShares North American Tech-Multimedia U.S. Bank N.A. 224,113 12.45 % Networking ETF First Clearing, LLC 156,224 8.68 % Charles Schwab & Co., Inc. 140,925 7.83 % Morgan Stanley Smith Barney LLC 138,811 7.71 % Merrill Lynch Safekeeping 131,668 7.31 % National Financial Services LLC 130,985 7.28 % Goldman, Sachs & Co. 129,380 7.19 % Trust Custody 98,170 5.45 % iShares North American Tech-Software ETF The Bank of New York Mellon 784,889 11.38 % Morgan Stanley Smith Barney LLC 695,113 10.07 % State Street Bank and Trust Company 671,442 9.73 % Charles Schwab & Co., Inc. 599,565 8.69 % National Financial Services LLC 516,747 7.49 % Merrill Lynch Safekeeping 472,344 6.85 % Brown Brothers Harriman & Co. 388,314 5.63 % iShares PHLX Semiconductor ETF National Financial Services LLC 1,453,061 20.32 % Charles Schwab & Co., Inc. 839,693 11.74 % Merrill Lynch Safekeeping 717,780 10.04 % Morgan Stanley Smith Barney LLC 483,536 6.76 % iShares Residential Real Estate Capped ETF National Financial Services LLC 1,115,401 17.16 % Charles Schwab & Co., Inc. 801,417 12.33 % Citibank, N.A. 724,316 11.14 % Pershing LLC 601,669 9.26 % Stifel, Nicolaus & Company Incorporated 531,628 8.18 % TD Ameritrade Clearing, Inc. 421,993 6.49 % iShares Russell 1000 ETF State Street Bank and Trust Company 29,305,389 21.80 % Charles Schwab & Co., Inc. 20,162,607 15.00 % National Financial Services LLC 17,608,432 13.10 % iShares Russell 1000 Growth ETF National Financial Services LLC 42,689,693 14.05 % Morgan Stanley Smith Barney LLC 38,929,614 12.81 % Merrill Lynch Safekeeping 29,024,265 9.55 % Charles Schwab & Co., Inc. 22,853,169 7.52 % iShares Russell 1000 Value ETF National Financial Services LLC 47,650,195 14.67 % Morgan Stanley Smith Barney LLC 36,966,881 11.38 % Merrill Lynch Safekeeping 31,546,435 9.71 % TD Ameritrade Clearing, Inc. 24,713,259 7.61 % Pershing LLC 22,535,327 6.94 % Charles Schwab & Co., Inc. 16,917,355 5.21 % iShares Russell 2000 ETF Charles Schwab & Co., Inc. 31,968,663 10.89 % National Financial Services LLC 22,242,253 7.58 % Bank of America, NA/GWIM Trust Operations 19,814,153 6.75 % The Bank of New York Mellon 16,752,980 5.71 %
Fund Name Participant Name Ameriprise Enterprise Investment Services Inc./ Beta/133 Shares Beneficially Percentage of Owned Ownership iShares Russell 2000 Growth ETF National Financial Services LLC 5,021,877 10.65 % Charles Schwab & Co., Inc. 4,726,728 10.02 % Morgan Stanley Smith Barney LLC 4,432,791 9.40 % TD Ameritrade Clearing, Inc. 2,764,823 5.86 % iShares Russell 2000 Value ETF Charles Schwab & Co., Inc. 7,854,969 10.57 % National Financial Services LLC 7,648,949 10.29 % Morgan Stanley Smith Barney LLC 7,623,079 10.26 % Pershing LLC 6,011,395 8.09 % iShares Russell 3000 ETF Charles Schwab & Co., Inc. 7,864,353 14.88 % National Financial Services LLC 7,052,294 13.34 % Northern Trust Company 5,448,375 10.31 % SSB-Trust Custody 3,768,366 7.13 % Pershing LLC 2,716,425 5.14 % iShares Russell Mid-Cap ETF JPMorgan Chase Bank, National Association 8,788,524 10.58 % Bank of America, NA/GWIM Trust Operations 6,778,048 8.16 % Wells Fargo Bank, National Association 6,247,620 7.52 % Charles Schwab & Co., Inc. 6,039,152 7.27 % National Financial Services LLC 5,237,321 6.30 % PNC Bank, National Association 4,444,787 5.35 % iShares Russell Mid-Cap Growth ETF Morgan Stanley Smith Barney LLC 9,316,124 13.30 % National Financial Services LLC 7,901,754 11.28 % Charles Schwab & Co., Inc. 5,758,425 8.22 % Pershing LLC 5,519,318 7.88 % TD Ameritrade Clearing, Inc. 4,514,792 6.45 % iShares Russell Mid-Cap Value ETF Pershing LLC 13,788,097 12.12 % National Financial Services LLC 13,662,312 12.01 % Morgan Stanley Smith Barney LLC 12,489,950 10.98 % Charles Schwab & Co., Inc. 7,754,415 6.81 % iShares Russell Top 200 ETF National Financial Services LLC 464,480 23.22 % Charles Schwab & Co., Inc. 312,062 15.60 % TD Ameritrade Clearing, Inc. 293,618 14.68 % Merrill Lynch Safekeeping 230,928 11.55 % First Clearing, LLC 129,570 6.48 % 125,792 6.29 % iShares Russell Top 200 Growth ETF Northern Trust Company 3,632,514 25.58 % National Financial Services LLC 2,422,728 17.06 % UBS Financial Services LLC 1,346,750 9.48 % Morgan Stanley Smith Barney LLC 1,076,979 7.58 % Charles Schwab & Co., Inc. 932,613 6.57 % Ameriprise Enterprise Investment Services Inc./
Beta/133 879,714 6.20 % iShares Russell Top 200 Value ETF UBS Financial Services LLC 1,358,518 28.90 % Merrill Lynch Safekeeping 587,143 12.49 % National Financial Services LLC 455,622 9.69 % First Clearing, LLC 357,970 7.62 % Morgan Stanley Smith Barney LLC 355,612 7.57 % Wells Fargo Bank, National Association 314,268 6.69 % iShares S&P 100 ETF National Financial Services LLC 5,853,200 12.88 % Charles Schwab & Co., Inc. 4,553,413 10.02 % Merrill Lynch Safekeeping 3,838,435 8.45 % Edward D. Jones & Co. 3,755,773 8.26 % iShares S&P 500 Growth ETF National Financial Services LLC 23,492,135 18.02 % Morgan Stanley Smith Barney LLC 16,800,531 12.89 % Charles Schwab & Co., Inc. 11,644,554 8.93 % First Clearing, LLC 7,762,045 5.95 % Merrill Lynch Safekeeping 7,205,038 5.53 % Pershing LLC 6,704,017 5.14 % iShares S&P 500 Value ETF National Financial Services LLC 23,575,171 18.02 % Morgan Stanley Smith Barney LLC 15,964,765 12.21 % Charles Schwab & Co., Inc. 10,046,902 7.68 % First Clearing, LLC 8,158,364 6.24 % Merrill Lynch Safekeeping 7,964,679 6.09 % iShares S&P Mid-Cap 400 Growth ETF Wells Fargo Bank, National Association 4,728,646 14.09 % National Financial Services LLC 4,096,613 12.21 % First Clearing, LLC 3,291,766 9.81 % Morgan Stanley Smith Barney LLC 3,159,836 9.42 % Charles Schwab & Co., Inc. 2,486,825 7.41 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares S&P Mid-Cap 400 Value ETF National Financial Services LLC 5,507,638 13.77 % Wells Fargo Bank, National Association 5,027,200 12.57 % First Clearing, LLC 4,019,938 10.05 % Charles Schwab & Co., Inc. 3,692,566 9.23 % Morgan Stanley Smith Barney LLC 3,258,751 8.15 % TD Ameritrade Clearing, Inc. 2,049,712 5.12 % iShares S&P Small-Cap 600 Growth ETF National Financial Services LLC 5,917,309 21.71 % Morgan Stanley Smith Barney LLC 3,073,700 11.28 % Charles Schwab & Co., Inc. 2,874,684 10.55 % First Clearing, LLC 1,946,763 7.14 % iShares S&P Small-Cap 600 Value ETF National Financial Services LLC 7,436,053 22.10 % Charles Schwab & Co., Inc. 4,864,221 14.46 % Morgan Stanley Smith Barney LLC 2,760,033 8.20 % TD Ameritrade Clearing, Inc. 2,064,402 6.13 % First Clearing, LLC 1,955,263 5.81 % iShares Select Dividend ETF National Financial Services LLC 29,357,117 15.62 % Charles Schwab & Co., Inc. 19,170,211 10.20 % Morgan Stanley Smith Barney LLC 15,292,744 8.13 % Merrill Lynch Safekeeping 14,237,663 7.57 % First Clearing, LLC 9,451,330 5.03 % iShares Short Treasury Bond ETF Deutsche Bank Securities Inc. /Cedear 24,227,942 55.19 % iShares Short-Term National Muni Bond ETF National Financial Services LLC 1,903,332 14.10 % Charles Schwab & Co., Inc. 1,820,388 13.48 % Merrill Lynch Safekeeping 1,256,427 9.31 % UBS Financial Services LLC 1,149,820 8.52 % Morgan Stanley Smith Barney LLC 1,099,152 8.14 % Bank of America, NA/GWIM Trust Operations 1,003,137 7.43 % iShares TIPS Bond ETF Merrill Lynch Safekeeping 21,166,865 10.60 % National Financial Services LLC 20,684,446 10.36 % Pershing LLC 19,669,555 9.85 % Morgan Stanley Smith Barney LLC 18,602,434 9.32 % Charles Schwab & Co., Inc. 18,321,982 9.17 % State Street Bank and Trust Company 12,837,460 6.43 % iShares Transportation Average ETF National Financial Services LLC 727,341 12.33 % Charles Schwab & Co., Inc. 667,752 11.32 % Brown Brothers Harriman & Co. 513,111 8.70 % The Bank of New York Mellon 472,762 8.01 % Citibank, N.A. 318,369 5.40 % Deutsche Bank Securities Inc. /Cedear 295,749 5.01 % iShares Treasury Floating Rate Bond ETF J.P. Morgan Clearing Corp. 110,702 18.45 % Merrill Lynch Safekeeping 65,781 10.96 % LPL Financial Corporation 59,996 10.00 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 59,390 9.90 % Charles Schwab & Co., Inc. 49,455 8.24 % UBS Financial Services LLC 48,469 8.08 % Ameriprise Enterprise Investment Services Inc./
Beta/133 33,562 5.59 % iShares U.S. Aerospace & Defense ETF National Financial Services LLC 3,381,414 18.28 % Charles Schwab & Co., Inc. 1,775,542 9.60 % Morgan Stanley Smith Barney LLC 1,388,284 7.50 % Pershing LLC 1,254,321 6.78 % Merrill Lynch Safekeeping 1,103,869 5.97 % First Clearing, LLC 998,652 5.40 % TD Ameritrade Clearing, Inc. 996,252 5.39 % iShares U.S. Basic Materials ETF National Financial Services LLC 2,321,453 21.59 % Merrill Lynch Safekeeping 1,029,579 9.58 % Charles Schwab & Co., Inc. 912,254 8.49 % Pershing LLC 824,139 7.67 % TD Ameritrade Clearing, Inc. 760,153 7.07 % First Clearing, LLC 640,586 5.96 % LPL Financial Corporation 559,781 5.21 % iShares U.S. Broker-Dealers & Securities National Financial Services LLC 470,400 14.93 % Exchanges ETF Morgan Stanley Smith Barney LLC 368,385 11.69 % First Clearing, LLC 325,454 10.33 % Charles Schwab & Co., Inc. 274,874 8.73 % JPMorgan Chase Bank, National Association 177,016 5.62 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares U.S. Consumer Goods ETF Charles Schwab & Co., Inc. 589,622 9.75 % National Financial Services LLC 583,285 9.64 % Morgan Stanley Smith Barney LLC 568,700 9.40 % TD Ameritrade Clearing, Inc. 471,463 7.79 % Merrill Lynch Safekeeping 423,048 6.99 % First Clearing, LLC 396,611 6.56 % The Bank of New York Mellon 367,619 6.08 % Pershing LLC 344,076 5.69 % UBS Financial Services LLC 330,586 5.46 % iShares U.S. Consumer Services ETF Morgan Stanley Smith Barney LLC 546,110 12.55 % National Financial Services LLC 478,859 11.01 % Charles Schwab & Co., Inc. 344,241 7.91 % SSB – BlackRock Institutional Trust 300,000 6.90 % TD Ameritrade Clearing, Inc. 284,406 6.54 % Merrill Lynch Safekeeping 256,027 5.89 % First Clearing, LLC 255,729 5.88 % iShares U.S. Credit Bond ETF UBS Financial Services LLC 3,566,373 29.23 % SSB – BlackRock Institutional Trust 1,397,271 11.45 % National Financial Services LLC 742,366 6.08 % Charles Schwab & Co., Inc. 697,403 5.72 % Morgan Stanley Smith Barney LLC 697,172 5.71 % iShares U.S. Energy ETF Citibank, N.A. 3,809,715 12.25 % National Financial Services LLC 3,587,860 11.54 % Charles Schwab & Co., Inc. 2,897,600 9.32 % Merrill Lynch Safekeeping 2,555,431 8.22 % Morgan Stanley Smith Barney LLC 2,335,404 7.51 % iShares U.S. Financial Services ETF National Financial Services LLC 1,775,946 13.40 % Brown Brothers Harriman & Co. 1,227,212 9.26 % Morgan Stanley Smith Barney LLC 1,118,675 8.44 % Merrill Lynch Safekeeping 776,696 5.86 % The Bank of New York Mellon 776,680 5.86 % iShares U.S. Financials ETF National Financial Services LLC 2,770,022 16.99 % Merrill Lynch Safekeeping 1,709,813 10.49 % Charles Schwab & Co., Inc. 1,258,124 7.72 % The Bank of New York Mellon 932,240 5.72 % Pershing LLC 930,183 5.71 % Morgan Stanley Smith Barney LLC 911,217 5.59 % iShares U.S. Healthcare ETF National Financial Services LLC 1,444,302 11.99 % Merrill Lynch Safekeeping 1,093,726 9.08 % Charles Schwab & Co., Inc. 1,036,801 8.60 % Morgan Stanley Smith Barney LLC 802,461 6.66 % First Clearing, LLC 781,082 6.48 % Northern Trust Company 765,790 6.36 % UBS Financial Services LLC 609,236 5.06 % iShares U.S. Healthcare Providers ETF Charles Schwab & Co., Inc. 601,757 15.63 % National Financial Services LLC 491,102 12.76 % Morgan Stanley Smith Barney LLC 386,113 10.03 % Pershing LLC 197,295 5.12 % iShares U.S. Home Construction ETF National Financial Services LLC 5,132,837 11.13 % Charles Schwab & Co., Inc. 4,584,253 9.94 % Morgan Stanley & Co. Incorporated 2,597,538 5.63 % Citibank, N.A. 2,592,810 5.62 % TD Ameritrade Clearing, Inc. 2,574,149 5.58 % Merrill Lynch Safekeeping 2,469,373 5.36 % iShares U.S. Industrials ETF Merrill Lynch Safekeeping 847,398 10.59 % National Financial Services LLC 839,775 10.50 % Charles Schwab & Co., Inc. 642,855 8.04 % Morgan Stanley Smith Barney LLC 600,196 7.50 % The Bank of New York Mellon 564,393 7.05 % BMO Nesbitt Burns Inc. /CDS 432,173 5.40 % First Clearing, LLC 425,271 5.32 % Citibank, N.A. 421,189 5.26 % iShares U.S. Insurance ETF Morgan Stanley Smith Barney LLC 422,060 15.63 % National Financial Services LLC 366,125 13.56 % Charles Schwab & Co., Inc. 270,494 10.02 % First Clearing, LLC 233,374 8.64 % Merrill Lynch Safekeeping 205,648 7.62 % TD Ameritrade Clearing, Inc. 186,367 6.90 %
Fund Name Participant Name Shares Beneficially Percentage of Owned Ownership iShares U.S. Medical Devices ETF National Financial Services LLC 1,649,286 20.88 % Charles Schwab & Co., Inc. 831,483 10.53 % Morgan Stanley Smith Barney LLC 612,901 7.76 % Citibank, N.A. 602,639 7.63 % Pershing LLC 432,976 5.48 % First Clearing, LLC 426,364 5.40 % iShares U.S. Oil & Gas Exploration & Production ETF The Bank of New York Mellon 1,188,971 16.51 % Merrill Lynch Safekeeping 684,166 9.50 % Charles Schwab & Co., Inc. 681,830 9.47 % National Financial Services LLC 562,992 7.82 % Citibank, N.A. 426,397 5.92 % LPL Financial Corporation 379,908 5.28 % JPMorgan Chase Bank, National Association 369,683 5.13 % iShares U.S. Oil Equipment & Services ETF Citibank, N.A. 997,542 16.77 % National Financial Services LLC 602,772 10.13 % Charles Schwab & Co., Inc. 470,902 7.91 % Morgan Stanley Smith Barney LLC 435,467 7.32 % Merrill Lynch Safekeeping 344,786 5.79 % Brown Brothers Harriman & Co. 301,433 5.07 % iShares U.S. Pharmaceuticals ETF The Bank of New York Mellon 826,393 17.58 % National Financial Services LLC 535,711 11.40 % Charles Schwab & Co., Inc. 502,979 10.70 % TD Ameritrade Clearing, Inc. 346,728 7.38 % Merrill Lynch Safekeeping 313,817 6.68 % Morgan Stanley Smith Barney LLC 261,580 5.57 % Citibank, N.A. 243,367 5.18 % iShares U.S. Preferred Stock ETF National Financial Services LLC 72,613,911 16.09 % Charles Schwab & Co., Inc. 48,875,544 10.83 % First Clearing, LLC 30,931,507 6.85 % Merrill Lynch Safekeeping 26,903,800 5.96 % TD Ameritrade Clearing, Inc. 26,619,337 5.90 % Morgan Stanley Smith Barney LLC 25,669,751 5.69 % Pershing LLC 23,559,171 5.22 % iShares U.S. Real Estate ETF National Financial Services LLC 6,885,806 10.68 % The Bank of New York Mellon 4,289,414 6.66 % iShares U.S. Regional Banks ETF National Financial Services LLC 1,968,371 12.15 % Charles Schwab & Co., Inc. 1,659,863 10.25 % Merrill Lynch Safekeeping 1,465,802 9.05 % First Clearing, LLC 1,205,756 7.44 % Morgan Stanley Smith Barney LLC 880,198 5.43 % iShares U.S. Technology ETF Merrill Lynch Safekeeping 3,181,836 12.91 % Charles Schwab & Co., Inc. 2,813,022 11.41 % Morgan Stanley Smith Barney LLC 2,690,945 10.92 % National Financial Services LLC 2,606,138 10.57 % First Clearing, LLC 1,386,145 5.62 % UBS Financial Services LLC 1,283,212 5.21 % iShares U.S. Telecommunications ETF Charles Schwab & Co., Inc. 1,996,314 13.05 % Merrill Lynch Safekeeping 1,787,497 11.68 % Morgan Stanley Smith Barney LLC 1,473,017 9.63 % National Financial Services LLC 1,339,197 8.75 % The Bank of New York Mellon 978,990 6.40 % Ameriprise Enterprise Investment Services Inc./
Beta/133 927,617 6.06 % First Clearing, LLC 872,819 5.70 % iShares U.S. Treasury Bond ETF Merrill Lynch Safekeeping 58,581,834 37.77 % National Financial Services LLC 21,639,370 13.95 % UBS Financial Services LLC 16,148,028 10.41 % SEI Private Trust Company 14,493,779 9.34 % SSB – BlackRock Institutional Trust 9,438,156 6.09 % Charles Schwab & Co., Inc. 8,903,851 5.74 % iShares U.S. Utilities ETF Charles Schwab & Co., Inc. 1,148,832 18.53 % National Financial Services LLC 921,293 14.86 % First Clearing, LLC 467,145 7.53 % Pershing LLC 462,957 7.47 % Morgan Stanley Smith Barney LLC 442,760 7.14 % Merrill Lynch Safekeeping 429,579 6.93 % TD Ameritrade Clearing, Inc. 408,105 6.58 %
Fund Name Participant Name iShares U.S. ETF Trust Shares Beneficially Percentage of Owned Ownership iShares Yield Optimized Bond ETF Merrill Lynch Safekeeping 148,404 19.79 % National Financial Services LLC 102,276 13.64 % TD Ameritrade Clearing, Inc. 78,190 10.43 % Charles Schwab & Co., Inc. 67,527 9.00 % LPL Financial Corporation 62,383 8.32 % Merrill Lynch, Pierce, Fenner & Smith Incorporated 55,299 7.37 % SSB – BlackRock Institutional Trust 50,000 6.67 % Pershing LLC 39,757 5.30 % iShares Commodities Select Strategy ETF Charles Schwab & Co., Inc. 3,280,256 48.96 % National Financial Services LLC 970,144 14.48 % The Bank of New York Mellon 541,493 8.08 % TD Ameritrade Clearing, Inc. 465,773 6.95 % iShares Edge U.S. Fixed Income Balanced Risk ETF Merrill Lynch Safekeeping 474,671 43.15 % The Bank of New York Mellon 218,670 19.88 % LPL Financial Corporation 91,672 8.33 % Pershing LLC 69,434 6.31 % iShares Interest Rate Hedged 10+ Year Credit Charles Schwab & Co., Inc. 314,853 69.97 % Bond ETF J.P. Morgan Clearing Corp. 27,899 6.20 % UBS Financial Services LLC 25,533 5.67 % iShares Interest Rate Hedged Corporate Bond ETF National Financial Services LLC 251,036 35.86 % UBS Financial Services LLC 93,876 13.41 % Pershing LLC 88,402 12.63 % Charles Schwab & Co., Inc. 37,602 5.37 % iShares Interest Rate Hedged Emerging Markets J.P. Morgan Clearing Corp. 66,177 66.18 % Bond ETF Pershing LLC 6,868 6.87 % TD Ameritrade Clearing, Inc. 6,184 6.18 % Charles Schwab & Co., Inc. 5,452 5.45 % iShares Interest Rate Hedged High Yield Bond ETF Northern Trust Company 1,392,685 56.84 % National Financial Services LLC 470,772 19.22 % iShares Short Maturity Bond ETF National Financial Services LLC 6,118,754 13.06 % The Bank of New York Mellon 4,678,192 9.99 % Charles Schwab & Co., Inc. 4,554,210 9.72 % State Street Bank and Trust Company 4,229,488 9.03 % Morgan Stanley Smith Barney LLC 4,011,858 8.56 % Merrill Lynch Safekeeping 3,714,438 7.93 % Northern Trust Company 2,610,459 5.57 % iShares Short Maturity Municipal Bond ETF National Financial Services LLC 230,223 30.70 % Charles Schwab & Co., Inc. 147,015 19.60 % Merrill Lynch Safekeeping 96,917 12.92 % Pershing LLC 62,718 8.36 % LPL Financial Corporation 61,653 8.22 % iShares Ultra Short-Term Bond ETF Merrill Lynch Safekeeping 2,155,929 88.00 %
| Participant Mailing Address | |||||||||
Ameriprise Enterprise Investment Services Inc./Beta/133 | 901 3rd Avenue South, Minneapolis, MN 55474 | |||||||||
Bank of America, NA/GWIM Trust Operations | 414 N. Akard Street, 5th Floor, Dallas, TX 75201-3077 | |||||||||
Bank of America/LaSalle Bank NA | 200 North College Street, Charlotte, NC 28255 | |||||||||
BMO Nesbitt Burns Inc./CDS | 250 Yonge Street, 7th Floor, Toronto, ON, Canada M5B 2M8 | |||||||||
| 525 Washington Blvd., Jersey City, NJ 07310 | |||||||||
Brown Brothers Harriman & Co. | 525 Washington Blvd., 11th Floor, Jersey City, NJ 07310 | |||||||||
Charles Schwab & Co., Inc. | 111 Pavonia Avenue, Jersey City, NJ 07310 | |||||||||
CIBC World Markets Inc. /CDS | 161 Bay Street, 10th Floor, Toronto, ON, Canada M5J 258 | |||||||||
Citadel Securities LLC/Internal | 131 South Dearborn Street, Chicago, IL 60603 | |||||||||
Citigroup Global Markets Inc. | 388 Greenwich Street, New York, NY 10013 | |||||||||
Citibank, N.A. | 3800 CitiBank Center Tampa, Building A/Floor 2, Tampa, FL 33610 | |||||||||
Citigroup Global Markets Inc. /Salomon Brothers | 580 Crosspoint Parkway, 2nd Floor, Getzville, NY 14068 | |||||||||
Computershare Trust Company, N.A. | 250 Royall Street, Canton, MA 02021 | |||||||||
D.A. Davidson & Co. | 9 3rd Street North, Great Falls, MT 59403 | |||||||||
Deutsche Bank Securities Inc./Cedear | 1251 Avenue of the Americas, New York, NY 10020 | |||||||||
Deutsche Bank Securities, Inc. | 1 South Street, Baltimore, MD 21202 | |||||||||
E*Trade Clearing LLC | Harborside Financial Center, 501 Plaza 11, Jersey City, NJ 07311 | |||||||||
Edward D. Jones | 12555 Manchester Road, Saint Louis, MO 63131 | |||||||||
Fifth Third Bank | 5001 Kingsley Drive, Cincinnati, OH 45263 | |||||||||
First Clearing, LLC | 901 East Byrd Street, Richmond, VA 23219 | |||||||||
FOLIO (FN) Investment, Inc. | 8180 Greensboro Drive, 8th Floor, McLean, VA 22102 | |||||||||
Goldman Sachs International | 133 Peterborough Court, 4th Floor, London, UK ECY A2BB | |||||||||
Goldman, Sachs & Co. | 30 Hudson Street, 16th Floor, Jersey City, NJ 07302 | |||||||||
Interactive Brokers Retail Equity Clearing | 8 Greenwich Office Park, Greenwich, CT 06831 | |||||||||
J.P. Morgan Clearing Corp. | One Metrotech Center North, Brooklyn, NY 11201 | |||||||||
Janney Montgomery Scott Inc. | 26 Broadway, New York, NY 10004 | |||||||||
JPMorgan Chase Bank NA/DBTC Americas/Deutsche Bank AG, London | 1 Appold Street, Broadgate, London, UK EC2A 2HE | |||||||||
JPMorgan Chase Bank, National Association | 14201 Dallas Pkwy, 12th Floor, Dallas, TX 75240 | |||||||||
LPL Financial Corporation | 9785 Towne Centre Drive, San Diego, CA 92121-1968 | |||||||||
M&I Marshall & Ilsley Bank | 11270 W Park Place, 7th Floor, Milwaukee, WI 53224 | |||||||||
Merrill Lynch Safekeeping | 101 Hudson Street, 8th Floor, Jersey City, NJ 07302 | |||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 101 Hudson Street, 9th Floor, Jersey City, NJ 07302-3997 | |||||||||
Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) | 420 Fifth Avenue, 6th Floor, New York, NY 10018 | |||||||||
Morgan Stanley & Co. Incorporated | One Pierrepont Plaza, 8th Floor, Brooklyn, NY 11201 | |||||||||
Morgan Stanley Smith Barney LLC | 1300 Thames Street, 6th Floor, Baltimore, MD 21231 | |||||||||
National Financial Services | 200 Liberty Street, 5th Floor, New York, NY 10281 | |||||||||
NBCN Inc./CDS | 1010 Rue De La Gauchetiere, Montreal, Québec, Canada H3B 2N2 | |||||||||
Northern Trust Company | 801 South Canal Street, Chicago, IL 60612 | |||||||||
Northern Trust Company/United Nations Joint Staff Pension Fund | 50 South LaSalle Street, Chicago, IL 60675 | |||||||||
| 330 Bay Street, Suite 711, Toronto, ON Canada M5H 2S8 | |||||||||
| One Pershing Plaza, Jersey City, NJ 07399 | |||||||||
| 8800 Tinicum Blvd., Attn: Trade Sett. Dept, Philadelphia, PA 19153 | |||||||||
| 880 Carillon Parkway, P.O. Box 12749, St. Petersburg, FL 33733 | |||||||||
| One Liberty Plaza, New York, NY 10006-1446 | |||||||||
| 200 Bay Street, 6th Floor, Royal Bank Plaza North Tower, Toronto, ON, Canada M5J 2W7 | |||||||||
| 777 E. Wisconsin Ave, 9th Ave Floor, Milwaukee, WI 53202 | |||||||||
| 12855 Flushing Meadow Dr., St. Louis, MO 63131 | |||||||||
| 1 Freedom Valley Drive, Oaks, PA 19456 | |||||||||
| 480 Washington Boulevard, Jersey City, NJ 07310 | |||||||||
| 400 Howard Street, San Francisco, CA 94105 | |||||||||
| 1776 Heritage Drive, Quincy, MA 02171 | |||||||||
| 1776 Heritage Drive, North Quincy, MA 02171 | |||||||||
| 501 N. Broadway, St. Louis, MO 63102 | |||||||||
| 1005 N. Ameritrade Place, Bellevue, NE 68005 | |||||||||
| 401 Salina Street, 2nd Floor, Syracuse, NY 13202 | |||||||||
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Fund iShares FTSE NAREIT Real Estate 50 Index Fund (inception date 5/1/07) iShares FTSE NAREIT Residential Plus Capped Index Fund (inception date 5/1/07) iShares FTSE NAREIT Retail Capped Index Fund (inception date 5/1/07) Funds with 7/31 Fiscal Year Ends iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares NYSE Composite Index Fund iShares NYSE 100 Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund (inception date 11/12/07) iShares FTSE/Xinhua China 25 Index Fund iShares FTSE China (HK Listed) Index Fund (inception 6/24/08) iShares MSCI ACWI Index Fund (inception date 3/26/08) iShares MSCI ACWI ex US Index Fund (inception date 3/26/08) iShares MSCI All Country Asia ex Japan Index Fund (inception date 8/13/08) iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI EAFE Small Cap Index Fund (inception date 12/10/07) iShares MSCI Kokusai Index Fund (inception date 12/10/07) iShares MSCI EAFE Index Fund iShares S&P Conservative Allocation Fund (inception 11/4/08) iShares S&P Moderate Allocation Fund (inception 11/4/08) iShares S&P Growth Allocation Fund (inception 11/4/08) iShares S&P Aggressive Allocation Fund (inception 11/4/08) Tax Fees All Other Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Fiscal Year
End Most Recent
Fiscal Year
($) 7/31/09 170,430 104,210 — —
Fund iShares S&P Target Date Retirement Income Index Fund (inception 11/4/08) iShares S&P Target Date 2010 Index Fund (inception 11/4/08) iShares S&P Target Date 2015 Index Fund (inception 11/4/08) iShares S&P Target Date 2020 Index Fund (inception 11/4/08) iShares S&P Target Date 2025 Index Fund (inception 11/4/08) iShares S&P Target Date 2030 Index Fund (inception 11/4/08) iShares S&P Target Date 2035 Index Fund (inception 11/4/08) iShares S&P Target Date 2040 Index Fund (inception 11/4/08) Funds with 8/31 Fiscal Year Ends iShares MSCI Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI EMU Index Fund iShares MSCI France Index Fund iShares MSCI Germany Index Fund iShares MSCI Italy Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI Sweden Index Fund iShares MSCI Switzerland Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Australia Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Japan Small Cap Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Thailand Investable Market Index Fund (inception 3/26/08) iShares MSCI Brazil Index Fund iShares MSCI BRIC Index Fund (inception 11/12/07) iShares MSCI Canada Index Fund Tax Fees All Other Fees Fiscal
Year End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Fiscal Year
End Most Recent
Fiscal Year
($) 8/31/09 239,930 232,650 — —
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Fees for non-audit services provided to the Fund’s Adviser Affiliates for which pre-approval by the Audit Committee was required.
| Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | ||||||||||
Fund | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||
Funds with 2/28 Fiscal Year Ends | 25,159 | 22,222 | — | — | — | — | ||||||
iShares Barclays Short Treasury Bond Fund | ||||||||||||
iShares Barclays 1-3 Year Treasury Bond Fund | ||||||||||||
iShares Barclays 3-7 Year Treasury Bond Fund | ||||||||||||
iShares Barclays 7-10 Year Treasury Bond Fund | ||||||||||||
iShares Barclays 10-20 Year Treasury Bond Fund | ||||||||||||
iShares Barclays 20+ Treasury Bond Fund | ||||||||||||
iShares Barclays TIPS Bond Fund | ||||||||||||
iShares S&P California Municipal Bond Fund (inception 10/04/07) | ||||||||||||
iShares S&P National Municipal Bond Fund (inception 9/07/07) | ||||||||||||
iShares S&P Short Term National Municipal Bond Fund (inception 11/05/08) | ||||||||||||
iShares S&P New York Municipal Bond Fund (inception 10/04/07) | ||||||||||||
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund (inception 1/21/09) | ||||||||||||
iShares S&P/Citigroup International Treasury Bond Fund (inception 1/21/09) | ||||||||||||
iShares Barclays 1-3 Year Credit Bond Fund | ||||||||||||
Fund iShares Barclays Intermediate Credit Bond Fund iShares Barclays Credit Bond Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares Barclays Government/Credit Bond Fund iShares Barclays MBS Bond Fund (inception 3/13/07) iShares Barclays Agency Bond Fund (inception 11/05/08) iShares Barclays Aggregate Bond Fund iShares iBoxx $ High Yield Corporate Bond Fund (4/04/07) iShares iBoxx $ Investment Grade Corporate Bond Fund iShares JPMorgan USD Emerging Markets Bond Fund (inception 12/17/07) Funds with 3/31 Fiscal Year Ends iShares S&P 100 Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P 1500 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P 500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Value Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund (inception 6/24/08) iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund Audit-Related Fees ($) Tax Fees ($) All Other Fees ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 54,093 63,492 — — — —
Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund (inception 12/10/07) iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund (inception 6/24/08) iShares S&P Global Technology Sector Index Fund (inception 6/24/08) iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Global Utilities Sector Index Fund iShares S&P Asia 50 Index Fund (inception 11/13/07) iShares S&P Europe 350 Index Fund iShares S&P Latin America 40 Index Fund iShares S&P/TOPIX 150 Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P Emerging Markets Infrastructure Index Fund (inception 6/15/09) iShares Russell 1000 Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Value Index Fund iShares Russell 3000 Index Fund iShares Russell 3000 Growth Index Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Value Index Fund Funds with 4/30 Fiscal Year Ends iShares Dow Jones U.S. Index Fund (formerly Total Market) Audit-Related Fees ($) Tax Fees ($) All Other Fees ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 59,124 58,730 — — — —
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| One Boston Place, 8th Floor, Boston, MA 02108 | |||||||||||
Participant Name | Participant Mailing Address | |
TradeStation Securities, Inc. | 8050 SW 10th Street, Plantation, FL 33324 | |
U.S. Bank N.A. | 1555 North Rivercenter Dr., Suite 302, Milwaukee, WI 53212 | |
U.S. Bank N.A./ETF | 1555 North Rivercenter Dr., Suite 302, Milwaukee, WI 53212 | |
UBS Financial Services LLC | 1000 Harbor Blvd., 8th Floor, Weehawken, NJ 07087 | |
UBS Securities LLC | 677 Washington Blvd., Stamford, CT 06901 | |
Union Bank of California, N.A. | 350 California St., 8th Floor, San Francisco, CA 94104 | |
Vanguard Marketing Corporation | 100 Vanguard Boulevard, Malvern, PA 19355 | |
Virtu Financial BD LLC | 645 Madison Avenue, New York, NY 10022 | |
Wells Fargo Bank, National Association | 733 Marquette Ave, 4th Floor, Minneapolis, MN 55402 | |
Wells Fargo Securities, LLC | 8739 Research Drive, Charlotte, NC 28262-0675 |
Appendix J – BLACKROCK INTERNATIONAL LIMITED SUB-ADVISED FUNDS
Fund Name | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
iShares | ||||||||||||
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Fund Funds with 7/31 Fiscal Year Ends iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares NYSE Composite Index Fund iShares NYSE 100 Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund (inception 11/12/07) iShares FTSE/Xinhua China 25 Index Fund iShares FTSE China (HK Listed) Index Fund (inception 6/24/08) iShares MSCI ACWI Index Fund (inception 3/26/08) iShares MSCI ACWI ex US Index Fund (inception 3/26/08) iShares MSCI All Country Asia ex Japan Index Fund (inception 8/13/08) iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI EAFE Small Cap Index Fund (inception 12/10/07) iShares MSCI Kokusai Index Fund (inception 12/10/07) iShares MSCI EAFE Index Fund iShares S&P Conservative Allocation Fund (inception 11/4/08) iShares S&P Moderate Allocation Fund (inception 11/4/08) iShares S&P Growth Allocation Fund (inception 11/4/08) iShares S&P Aggressive Allocation Fund (inception 11/4/08) iShares S&P Target Date Retirement Income Index Fund (inception 11/4/08) iShares S&P Target Date 2010 Index Fund (inception 11/4/08) iShares S&P Target Date 2015 Index Fund (inception 11/4/08) Audit-Related Fees ($) Tax Fees ($) All Other Fees ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 21,385 17,461 — — — —
Fund iShares S&P Target Date 2020 Index Fund (inception 11/4/08) iShares S&P Target Date 2025 Index Fund (inception 11/4/08) iShares S&P Target Date 2030 Index Fund (inception 11/4/08) iShares S&P Target Date 2035 Index Fund (inception 11/4/08) iShares S&P Target Date 2040 Index Fund (inception 11/4/08) Funds with 8/31 Fiscal Year Ends iShares MSCI Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI EMU Index Fund iShares MSCI France Index Fund iShares MSCI Germany Index Fund iShares MSCI Italy Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI Sweden Index Fund iShares MSCI Switzerland Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Australia Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Japan Small Cap Index Fund (inception 12/20/07) iShares MSCI Malaysia Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Thailand Investable Market Index Fund (inception 3/26/08) iShares MSCI Brazil Index Fund iShares MSCI BRIC Index Fund (inception 11/12/07) iShares MSCI Canada Index Fund iShares MSCI Chile Investable Market Index Fund (inception 11/12/07) Audit-Related Fees ($) Tax Fees ($) All Other Fees ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 37,739 38,095 — — — —
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Aggregate non-audit fees for services provided to the Fund, the Adviser, and the Adviser Affiliates, regardless of whether pre-approval was required.
| Aggregate Non-Audit Fees ($) | ||||||
Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
Funds with 2/28 Fiscal Year Ends | 2/28/2009 | 25,159 | 22,222 | |||
iShares Barclays Short Treasury Bond Fund | ||||||
iShares Barclays 1-3 Year Treasury Bond Fund | ||||||
iShares Barclays 3-7 Year Treasury Bond Fund | ||||||
iShares Barclays 7-10 Year Treasury Bond Fund | ||||||
iShares Barclays 10-20 Year Treasury Bond Fund | ||||||
iShares Barclays 20+ Treasury Bond Fund | ||||||
iShares Barclays TIPS Bond Fund | ||||||
iShares S&P California Municipal Bond Fund (inception 10/04/07) | ||||||
iShares S&P National Municipal Bond Fund (inception 9/07/07) | ||||||
iShares S&P Short Term National Municipal Bond Fund (inception 11/05/08) | ||||||
iShares S&P New York Municipal Bond Fund (inception 10/04/07) | ||||||
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund (inception 1/21/09) | ||||||
iShares S&P/Citigroup International Treasury Bond Fund (inception 1/21/09) | ||||||
iShares Barclays 1-3 Year Credit Bond Fund | ||||||
iShares Barclays Intermediate Credit Bond Fund | ||||||
iShares Barclays Credit Bond Fund | ||||||
iShares Barclays Intermediate Government/Credit Bond Fund | ||||||
iShares Barclays Government/Credit Bond Fund | ||||||
iShares Barclays MBS Bond Fund (inception 3/13/07) | ||||||
iShares Barclays Agency Bond Fund (inception 11/05/08) | ||||||
iShares Barclays Aggregate Bond Fund | ||||||
iShares iBoxx $ High Yield Corporate Bond Fund (4/04/07) | ||||||
iShares iBoxx $ Investment Grade Corporate Bond Fund | ||||||
iShares JPMorgan USD Emerging Markets Bond Fund (inception 12/17/07) | ||||||
Fund Funds with 3/31 Fiscal Year Ends iShares S&P 100 Index Fund iShares S&P MidCap 400 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P 1500 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P 500 Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Value Index Fund iShares S&P Global 100 Index Fund iShares S&P Global Clean Energy Index Fund (inception 6/24/08) iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund (inception 12/10/07) iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund (inception 6/24/08) iShares S&P Global Technology Sector Index Fund (inception 6/24/08) iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Global Utilities Sector Index Fund iShares S&P Asia 50 Index Fund (inception 11/13/07) iShares S&P Europe 350 Index Fund iShares S&P Latin America 40 Index Fund iShares S&P/TOPIX 150 Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P Emerging Markets Infrastructure Index Fund (inception 6/15/09) iShares Russell 1000 Index Fund iShares Russell 1000 Growth Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 2000 Value Index Fund iShares Russell 3000 Index Fund iShares Russell 3000 Growth Index Fund Aggregate Non-Audit Fees ($) Fiscal
Year End Most Recent
Fiscal Year ($) Fiscal Year Prior
to Most Recent
Fiscal Year End ($) 3/31/2009 54,093 63,492
Fund iShares Russell 3000 Value Index Fund iShares Russell Microcap Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Growth Index Fund iShares Russell Midcap Value Index Fund Funds with 4/30 Fiscal Year Ends iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones EPAC Select Dividend Index Fund (inception 6/11/07) iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares KLD Select Social Index Fund iShares KLD 400 Social Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Morningstar Large Core Index Fund iShares Morningstar Large Growth Index Fund iShares Morningstar Large Value Index Fund iShares Morningstar Mid Core Index Fund iShares Morningstar Mid Growth Index Fund iShares Morningstar Mid Value Index Fund iShares Morningstar Small Core Index Fund iShares Morningstar Small Growth Index Fund iShares Morningstar Small Value Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund (inception 11/12/07) Aggregate Non-Audit Fees ($) Fiscal
Year End Most Recent
Fiscal Year ($) Fiscal Year Prior
to Most Recent
Fiscal Year End ($) 4/30/2009 59,124 58,730
Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund (inception 11/12/07) iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund (inception 11/12/07) iShares FTSE EPRA/NAREIT North America Index Fund (inception 11/12/07) iShares FTSE NAREIT Industrial/Office Capped Index Fund (inception 5/01/07) iShares FTSE NAREIT Mortgage Plus Capped Index Fund (inception 5/01/07) iShares FTSE NAREIT Real Estate 50 Index Fund (inception 5/01/07) iShares FTSE NAREIT Residential Plus Capped Index Fund (inception 5/01/07) iShares FTSE NAREIT Retail Capped Index Fund (inception 5/01/07) Funds with 7/31 Fiscal Year Ends iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares NYSE Composite Index Fund iShares NYSE 100 Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund (inception 11/12/07) iShares FTSE/Xinhua China 25 Index Fund iShares FTSE China (HK Listed) Index Fund (inception 6/24/08) iShares MSCI ACWI Index Fund (inception 3/26/08) iShares MSCI ACWI ex US Index Fund (inception 3/26/08) iShares MSCI All Country Asia ex Japan Index Fund (inception 8/13/08) iShares MSCI EAFE Growth Index Fund iShares MSCI EAFE Value Index Fund iShares MSCI EAFE Small Cap Index Fund (inception 12/10/07) iShares MSCI Kokusai Index Fund (inception 12/10/07) iShares MSCI EAFE Index Fund iShares S&P Conservative Allocation Fund (inception 11/4/08) iShares S&P Moderate Allocation Fund (inception 11/4/08) iShares S&P Growth Allocation Fund (inception 11/4/08) iShares S&P Aggressive Allocation Fund (inception 11/4/08) iShares S&P Target Date Retirement Income Index Fund (inception 11/4/08) iShares S&P Target Date 2010 Index Fund (inception 11/4/08) iShares S&P Target Date 2015 Index Fund (inception 11/4/08) Aggregate Non-Audit Fees ($) Fiscal
Year End Most Recent
Fiscal Year ($) Fiscal Year Prior
to Most Recent
Fiscal Year End ($) 7/31/2009 21,385 17,461
Fund iShares S&P Target Date 2020 Index Fund (inception 11/4/08) iShares S&P Target Date 2025 Index Fund (inception 11/4/08) iShares S&P Target Date 2030 Index Fund (inception 11/4/08) iShares S&P Target Date 2035 Index Fund (inception 11/4/08) iShares S&P Target Date 2040 Index Fund (inception 11/4/08) Funds with 8/31 Fiscal Year Ends iShares MSCI Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI EMU Index Fund iShares MSCI France Index Fund iShares MSCI Germany Index Fund iShares MSCI Italy Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI Sweden Index Fund iShares MSCI Switzerland Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Australia Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Japan Small Cap Index Fund (inception 12/20/07) iShares MSCI Malaysia Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Thailand Investable Market Index Fund (inception 3/26/08) iShares MSCI Brazil Index Fund iShares MSCI BRIC Index Fund (inception 11/12/07) iShares MSCI Canada Index Fund iShares MSCI Chile Investable Market Index Fund (inception 11/12/07) iShares MSCI Israel Capped Investable Market Index Fund (inception 3/26/08) iShares MSCI Mexico Investable Market Index Fund iShares MSCI South Africa Index Fund iShares MSCI Turkey Investable Market Index Fund (inception 3/26/08) iShares MSCI Emerging Markets Index Fund Aggregate Non-Audit Fees ($) Fiscal
Year End Most Recent
Fiscal Year ($) Fiscal Year Prior
to Most Recent
Fiscal Year End ($) 8/31/2009 37,739 38,095
K – JOINT AUDIT COMMITTEE CHARTER
ForAUDIT COMMITTEE CHARTER
For
iShares Trust, and
iShares U.S. ETF Trust,
iShares, Inc.,
iShares U.S. ETF Company, Inc. and
iShares Sovereign Screened Global Bond Fund, Inc.
| I. | Composition of the Audit Committee: The Audit Committee of the Board of Trustees of iShares Trust and iShares U.S. ETF Trust and the Audit Committee of the Board of Directors of iShares, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc. (hereinafter referred to in the singular as the “Committee” and the “Board”) shall be comprised only of |
| The Committee shall |
The Board shall determine annually whether any member of the Committee is an “audit committee financial expert,” as defined in Item 3 of Form N-CSR. Any member of the Committee who is determined to be such an expert shall not bear any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such member as a member of the Committee and the Board in the absence of such determination. Likewise, the presence on the Committee of a member determined to be such an expert does not otherwise affect the duties, obligations or liabilities of any other member of the Committee. Furthermore, the determination by the Board that any member of the Committee is an audit committee financial expert shall not make such person an expert for any other purpose, including without limitation under Section 11 of the Securities Act of 1933 or applicable fiduciary laws. The determination by the Board that a member of the Committee is an audit committee financial expert is solely a disclosure-based determination and made for purposes of complying with Section 407 of the Sarbanes-Oxley Act and applicable rules of the SEC.
The Committee shall elect a chairperson by a majority vote (the “Chairperson”). When a Chairperson is appointed, he or she shall preside at all Committee meetings at which he or she is present and have such other duties and powers as may be determined by the Committee members. The Chairperson shall serve until he or she resigns, is removed by the Committee, or is replaced by a duly appointed successor.
The compensation of Committee members shall be as determined by the Board from time to time. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Companies (or their subsidiaries, if any), other than fees paid in his or her capacity as a member of the Board or a committee of the Board, provided that, unless the rules of any applicable national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Companies (provided that such compensation is not contingent in any way on continued service).
| II. | Purposes of the Committee: The purposes of the Committee are to: |
| 1. | oversee the Companies’ accounting and financial reporting policies and processes and their internal controls over financial |
| 2. | oversee, or, as appropriate, assist Board oversight of, the quality, integrity and objectivity of the Companies’ financial statements and the independent audit thereof; |
| 3. | interact with the Companies’ independent registered public accounting firm (the “independent accountants”), appropriate officers of the Companies (“Management”), and the Companies’ investment adviser, sub-adviser, administrator and other key service providers regarding accounting and financial reporting matters; |
| 4. | oversee, or, as appropriate, assist Board oversight of, the Companies’ compliance with legal and regulatory requirements that relate to the Companies’ accounting and financial reporting, internal controls over financial reporting and independent audits; |
| 5. | approve, prior to appointment, the engagement of the independent accountants and, in connection therewith, |
| 6. | assume such other responsibilities as may be delegated by the Board. |
The function of the Committee is oversight. Management and contractually obligated service providers are responsible for the preparation, presentation and integrity of the Companies’ financial statements. Management and applicable service providers are responsible for maintaining appropriate accounting and financial reporting principles and policies and for establishing and maintaining adequate internal controls over financial reporting, in all cases designed to assure compliance with accounting standards and applicable laws and regulations. The independent accountants are responsible for planning and carrying out an audit in accordance with applicable auditing standards of the Companies’ annual financial statements and, in connection with those responsibilities, for considering the Companies’ internal controls over financial reporting and, if so engaged by the Companies, for reviewing the Companies’ unaudited interim financial statements in accordance with applicable accounting standards. In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not full-time employees of the Companies, and the members of the Committee are neither acting as, nor do they represent themselves to be acting as, accountants or auditors. As such, in fulfilling their oversight duties under this Charter, it is neither the duty nor the responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set independence standards for the independent accountants, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Companies from which it receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations, absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (iii) representations made by Management as to any information technology, internal audit and other non-audit services provided by the independent accountants to the Companies, the Companies’ investment adviser and any entity controlling, controlled by or under common control with the Companies’ investment adviser that provides ongoing services to the Companies (the “Adviser Affiliates”). The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Committee to plan or conduct any audits, to determine or certify that the Companies’ financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law or regulations, or to guarantee the independent accountants’ reports.
The independent accountants for the Companies shall report directly to the Committee.
| III. | Meetings of the Committee: The Committee shall meet as often as it deems reasonably necessary or advisable. A majority of the members shall be authorized to call a meeting of the Committee and to send notice thereof. A majority of the members of the Committee shall constitute a quorum for the transaction of |
| business. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. |
In addition, the Committee shall meet separately at least annually with Management and the independent accountants to discuss any matters that the Committee or any of these persons or firms believes should be discussed privately. The Committee may request any officer of the Companies or any officer or employee of any service provider, outside counsel to the Companies or to the Board members who are not “interested persons” (as that term is defined in Section 2(a)(19) of the Act) or representatives of the Companies’ independent accountants to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
Except as otherwise required by the Act or the rules thereunder, members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other and may also act by unanimous written consent in lieu of a meeting. The Committee shall cause to be kept such minutes of its meetings as it shall deem appropriate.
| IV. | Duties and Powers of the Committee: To carry out its purposes, the Committee shall have the following duties and powers: |
| 1. | with respect to the independent accountants, |
| (i) | to approve, prior to appointment, the engagement of the independent accountants to annually audit and provide their opinion on a Company’s financial statements, to approve and recommend to the Board, including those Board members who are not “interested persons” of the Companies (as that term is defined in Section 2(a)(19) of the Act), for approval, the selection, retention or termination of the independent accountants and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the independent accountants; |
| (ii) | to |
to ensure that the independent accountants prepare and deliver annually a formal written statement delineating all relationships between the independent accountants and the Companies, the BlackRock investment fund complex and any Adviser Affiliate (the “Statement as to Independence”1), to discuss with the independent accountants any relationships or services disclosed in the Statement as to Independence that may impact the objectivity and independence of the Companies’ independent accountants, and to take appropriate action in response to the Statement as to Independence to satisfy the Committee of the independent accountants’ independence; |
| to obtain and review a report by the independent accountants, at least annually, describing the independent accountants’ internal quality-control procedures, any material issues raised by the most recent internal quality-control review or peer review, or any material issues raised by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to any independent audit carried out by the independent accountants, and any steps taken to deal with any such issues; |
| to approve, prior to appointment, in accordance with the policies and procedures of the Audit Committee, the engagement of the independent accountants to provide non-audit services to the Companies or any Adviser Affiliate, if the engagement relates directly to the operations and financial reporting of the Companies; |
| to develop, to the extent deemed appropriate by the Committee, any policies and procedures for pre-approval of the engagement of the independent accountants to provide audit or non-audit |
| 1 | The independent accountants shall be responsible for the accuracy and completeness of the Statement as to Independence. |
services to a Company and to provide non-audit services to a Company’s Adviser Affiliates, if the engagement relates directly to the operations and financial reporting of the Companies, provided in either case that the policies and procedures are detailed as to the particular services covered ( |
| if asked by Management or the independent accountants, to review and resolve any disagreements between Management and the independent accountants regarding financial accounting and reporting; |
| to establish clear policies regarding hiring of employees or former employees of the independent accountants by the Companies and the Companies’ investment adviser(s); and |
| 2. | with respect to financial reporting principles and controls over financial reporting, |
| (i) | to |
| to consider information and comments from the independent accountants with respect to the adequacy of internal controls over financial reporting; |
| to consider information and comments from the independent accountants with respect to the adequacy of internal controls of servicing agents employed on behalf of the Companies; |
| to consider the reports required by applicable laws and regulations to be made by the independent accountants regarding: |
critical accounting policies and practices;
alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountants; and
other material written communications between the independent accountants and Management;
| to consider any reports or communications (and Management’s responses thereto) submitted to the Committee by the independent accountants required by or referred to in |
| 2 | A non-audit service isde minimis if: (a) the total amount of the non-audit service is not more than 5% |
|
deficiencies in the design or operation of controls over financial reporting noted in the audit;
consideration of fraud in a financial statement audit;
detection of illegal acts;
the independent accountants’ responsibility under generally accepted auditing standards;
significant accounting policies;
Management judgments and accounting estimates;
adjustments arising from the audit;
the responsibility of the independent accountants for other information in documents containing audited financial statements;
disagreements between Management and the independent accountants regarding the Companies’ financial reporting and the resolution of any such disagreements;
consultation by Management with other accountants;
major issues discussed with Management prior to retention of the independent accountants;
audit differences not booked by Management;
difficulties encountered with Management in performing the audit; and
the independent accountant’s judgments about the quality of a Company’s accounting principles;
| to meet with Management and/or the independent accountants (separately from Management): |
to discuss the scope of the annual audit or any audit or review of interim financial statements;
to review and discuss the audited financial statements;
to discuss any significant matters arising from any audit or report or communication referred to in this Section IV, whether raised by Management or the independent accountants, relating to the Companies’ financial statements;
to discuss significant tax accounting policies elected by the Companies (including compliance with Subchapter M of the Internal Revenue Code of 1986, as amended) and their effect on amounts distributed and reported to shareholders for federal tax purposes;
to discuss significant changes to the Companies’ auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the independent accountants or Management;
to inquire aboutdiscuss significant risks and exposures, if any, and the steps taken to monitor and minimize such risks; and
to discuss such other matters as the Committee deems necessary or advisable;
| to establish procedures reasonably designed: |
to receive, retain and treat complaints that a Company receives from any source about the Company’s accounting, internal accounting controls over financial reporting, or auditing matters relating to the Company; and
to receive confidential, anonymous submissions from employees of a Company, its investment adviser or its other service providers about questionable accounting or auditing matters relating to the Company; and
| 3. | with respect to reporting, recommendations and other matters, |
| (i) | upon request by the Board, to provide advice to the Board in selecting the principal accounting officer of each Company; |
| (ii) | to provide any report or other disclosures required by the rules of the |
| (iii) | to review this Charter at least annually and recommend any changes to the Board; |
| (iv) | to evaluate the performance of the Committee on an annual basis and to report to the Board on the results of this evaluation (such evaluation may occur as part of the Board’s annual self-assessment); |
| (v) | to investigate or initiate an investigation of reports of improprieties in connection with the |
| (vi) | to review and report on its activities to the Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or |
| (vii) | to evaluate the performance of the independent accountants through the completion and/or discussion of the External Auditor Evaluation Questionnaire. |
| V. | Resources and Authority of the Committee: The Committee shall have the resources and authority appropriate to discharge its responsibilities, including (a) the authority to engage independent accountants for special audits, reviews and other procedures and to engage independent counsel and other advisors, experts or |
Approved by the BoardBoards of Directors of iShares, Inc., iShares U.S. ETF Company, Inc. and BoardiShares Sovereign Screened Global Bond Fund, Inc. and the Boards of Trustees of iShares Trust and iShares U.S. ETF Trust on June 17, 2009.22, 2016.
Appendix ML – JOINT NOMINATING AND GOVERNANCE COMMITTEE CHARTER
iShares Trust (“Trust”)
iShares U.S. ETF Trust
iShares, Inc. (“Corporation”)
iShares U.S. ETF Company, Inc. and
iShares Sovereign Screened Global Bond Fund, Inc.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
| I. | Purposes of the Nominating and Governance Committee |
| II. | Nomination Role. With regard to the nomination of Independent Board Members, the Committee is authorized to: |
Identify individuals qualified to serve as Independent Board Members on the Boards;
Review the experience, qualifications, attributes or skills of any person properly identified or nominated to serve as an Independent Board Member on the Boards;
| • | Recommend to the Boards and the then-current Independent Board Members the nominee(s) for appointment as Independent Board Members by the Boards and the then-current Independent Board Members and/or for election as Independent Board Members by shareholders |
Recommend to the Boards and the then-current Independent Board Members the size and composition of the Boards and Board committees and whether the composition of the Boards and Board committees is as prescribed by the Investment Company Act of 1940, as amended (the “1940 Act”) and other applicable laws and regulations; and
Recommend to the Boards and the then-current Independent Board Members a then-current Independent Board Member to serve in the capacity as Lead Independent Trustee/Director in accordance with the resolutions previously adopted by the Boards. Alternatively, if required to do so in accordance with such resolutions, periodically recommend to the Boards and the then-current Independent Board Members a then-current Independent Board Member to serve as the Chairperson of the Boards in accordance with such resolutions.
The Committee performs these functions to assist the Boards and the Independent Board Members in carrying out their fiduciary responsibilities and the requirements of the 1940 Act and the rules thereunder with respect to the selection and nomination of members of the Boards. Nomination of any person to serve on the Boards as an Independent Board Member shall initially be acted upon by the Independent Board Members and then by the entire Boards. Nomination of any persons to serve on the Boards other than as Independent Board Members shall be made by the Boards.
The Committee shall have the authority to retain and terminate any search firm or other consultant to be used to identify Independent Board Member candidates, including the authority to approve its fees and other retention terms. The Committee is empowered to cause the Trust and/or the Corporation to pay the compensation of any search firm or other consultant engaged by the Committee.
The Committee shall make nominations for the appointment or election of Independent Board Members in accordance with this Charter and apply the criteria and principles set forth in the “General Guidelines for Selecting Independent Board Members” attached hereto asAnnex A.
| The term “shareholder” shall mean a shareholder of |
The Boards believe that shareholders as a group are best served by the efficient allocation of Trust, Corporation and Board resources. As such, the Boards are not required to consider any person nominated by any shareholder of the TrustTrusts and/or the CorporationCorporations (solely in the capacity as shareholder and not in any other capacity) to serve as an Independent Board Member, although the Committee may consider any such person if the Committee deems it appropriate after considering all circumstances the Committee’s members deem relevant.
In addition to members of the Committee, the President and other officers of the TrustTrusts and the Corporation,Corporations, even if not members of the Committee, may be solicited for their input on candidates and to recruit candidates for the relevant Board. The Committee shall give candidates recommended by the President and other officers of the Trust and Corporation the same consideration given any other candidate.
The Committee may from time to time propose nominations of one or more individuals to serve as members of an “advisory board,” as such term is defined in Section 2(a)(1) of the 1940 Act (“Advisory Board Members”). An individual shall be eligible to serve as an Advisory Board Member only if that individual meets the requirements to be an Independent Board Member (including those set forth in the “General Guidelines for Selecting Independent Board Members” attached hereto asAnnex A) and does not otherwise serve the Trusts or the Corporations in any other capacity. Any Advisory Board Member shall serve at the pleasure of the Boards and may be removed, at any time, with or without cause, by the Boards. An Advisory Board Member subsequently may be appointed as a Board member, or nominated and elected as a Board member, at which time he or she shall cease to be an Advisory Board Member. Any Advisory Board Member may resign at any time.
| III. | Fund Governance Role. With regard to fund governance, the Committee is authorized to: |
Monitor and evaluate industry and legal developments with respect to fund governance matters in order to seek compliance with all applicable requirements, with a view to identifying and recommending “best practices” to the Boards;
Periodically review the Boards’ retirement policy for Board members and, if applicable, Advisory Board Members and make any recommendations to the Boards with respect thereto;
Periodically review the role and responsibilities of the Lead Independent Trustee/Director (or, if required by Rule 0-1 under the 1940 Act, or otherwise implemented, review the role and responsibilities of the Independent Chairperson of the Boards);
Periodically consider an appropriate level of compensation to be paid to the Independent Board Members for their services as Board members, members or chairpersons of committees of the Boards, Lead Independent Trustee/Director, Chairperson of the Boards and such other positions as the Committee considers appropriate, and make recommendations to the Boards with respect thereto;
Recommend to the Boards procedures for evaluating the performance of Board members, Advisory Board Members and Board committees, including the chairpersons thereof, and, at least once annually, evaluate the performance of the Boards and the committees of the Boards, pursuant to the requirements of Rule 0-1 under the 1940 Act or other applicable requirements;
Consider, with the assistance of counsel to the TrustTrusts or CorporationCorporations and counsel to the Independent Board Members and Advisory Board Members, any issues or controversies arising as to whether or not any Board member designated as an Independent Board Member or any Advisory Board Member in fact satisfies all of the criteria for such status (whether imposed by law or any such more stringent policies as may be adopted by the Boards). This assessment may occur upon: (i) the consideration of a new Board member or Advisory Board Member, (ii) a Board member’s or Advisory Board Member’s joining the board of another entity or assuming a new professional role, or (iii) at such other time as the Committee in its discretion may deem appropriate. The Committee shall make recommendations to the Boards regarding the same;
Committee in its discretion may deem appropriate. The Committee shall make recommendations to the Boards regarding the same; |
At least once annually, evaluate the independence (pursuant to the requirements of Rule 0-1 under the 1940 Act) and overall performance of counsel to the Independent Board Members; and
Consider other fund governance related issues or conflicts that are brought before the Committee and make recommendations to the Board,Boards, as appropriate.
| IV. | Committee Operations. The Committee shall be composed of |
The Committee shall elect a Chairperson of the Committee by majority vote. When a Chairperson of the Committee is appointed, he or she shall preside at all Committee meetings at which he or she is present and have such other duties and powers as may be determined by the Committee members. The Chairperson of the Committee shall serve until he or she resigns, is removed by the Committee, or is replaced by a duly appointed successor.
The compensation, if any, of Committee members and its Chairperson shall be as determined from time to time by the Boards.
The Committee shall meet with such frequency as the members of the Committee shall from time to time determine to be appropriate. Meetings of the Committee shall be open to all Board members; however, no member of eithera Board other than a member of the Committee shall have the right to vote on any matter brought before the Committee and the Committee may hold executive sessions during which only members of the Committee are present. An affirmative vote or the consent of a majority of all the members of the Committee is required for the Committee to take action. Any action permitted to be taken by the Committee may be taken by written action signed by at least a majority of the members of the Committee. The Committee shall cause to be kept such records of its meetings as it shall deem appropriate.
As it deems necessary and at theeach Trust’s or Corporation’s expense, the Committee is authorized to confer with, and to seek the help of, outside advisors, including without limitation counsel to the TrustTrusts or CorporationCorporations and counsel to the Independent Board Members and Advisory Board Members, and officers or other employees of the TrustTrusts or Corporation,Corporations, as well as officers and employees of Barclays Global Investors, N.A.BlackRock Fund Advisors and its affiliates.
The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter, includingAnnex A,, and recommend any proposed changes to the Boards for consideration.
| V. | Approval of Charter. This Charter and any amendments are subject to approval by the Boards. |
Amended and approved by the Boards of Trustees/Directors of iShares Trust, iShares U.S. ETF Trust, iShares, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc. on September 13, 2006.28-29, 2016.
ANNEX A
General Guidelines for Selecting Independent Board Members
| I. | Application of Criteria to Prospective Independent Board Members. The Committee expects that all candidates should generally have the following characteristics: |
| 1. | The candidate may not be an “interested person” (within the meaning of the 1940 Act) of the |
| 2. | The candidate should have a reputation for integrity, honesty and adherence to high ethical standards. As fiduciaries, |
| 3. | The candidate should have demonstrated |
| 4. | The candidate should be committed to understanding the |
| 5. | The candidate should have the ability to understand the sometimes conflicting interests of the various constituencies of the |
| 6. | The candidate should not have a conflict of interest that would impair the candidate’s ability to represent the interests of all the shareholders and to fulfill the responsibilities of an Independent Board Member. |
| 7. | The candidate should have the ability to serve a sufficient number of years before reaching the |
Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.
For each candidate,The Committee may consider how the Committee shall evaluatediversity of a candidate’s specific experience, in light ofqualifications, attributes or skills could enhance the makeup of the then-current Boards.
The Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Committee finds that the candidate has additional qualifications such that his/her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Board Member.
In evaluating candidates, the Committee shall seek to have at least one Independent Board Member qualify as an “audit committee financial expert,” as such term is defined by rules under the 1940 Act, and the Committee shall give preference to candidates that the Committee believes would qualify as audit committee financial experts.
| II. | Application of Criteria to Existing Independent Board Members. Each existing Independent Board Member shall continue to serve in such capacity in accordance with, and subject to, |
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Name and Address | Fund | Amount of Ownership | Percentage of Ownership | ||||
iShares, Inc. | |||||||
Brown Brothers Harriman & Co. New Port Towers 525 Washington Blvd. Jersey City, NJ 07302 | iShares MSCI Sweden Index Fund | 433,441 | 6.21 | % | |||
iShares MSCI Turkey Investable Market Index Fund | 256,388 | 6.75 | % | ||||
iShares MSCI Austria Investable Market Index Fund | 425,212 | 6.86 | % | ||||
iShares MSCI South Africa Index Fund | 714,689 | 8.61 | % | ||||
iShares MSCI Japan Index Fund | 55,632,513 | 10.01 | % | ||||
iShares MSCI BRIC Index Fund | 960,186 | 10.44 | % | ||||
iShares MSCI Australia Index Fund | 7,378,772 | 10.60 | % | ||||
iShares MSCI Malaysia Index Fund | 5,885,915 | 12.44 | % | ||||
iShares MSCI Emerging Markets Index Fund | 110,570,647 | 12.52 | % | ||||
iShares MSCI Hong Kong Index Fund | 16,150,466 | 12.73 | % | ||||
iShares MSCI United Kingdom Index Fund | 6,391,535 | 12.99 | % | ||||
iShares MSCI Singapore Index Fund | 15,454,028 | 13.01 | % | ||||
iShares MSCI Thailand Investable Market Index Fund | 258,985 | 14.39 | % | ||||
iShares MSCI Mexico Investable Market Index Fund | 2,187,187 | 14.68 | % | ||||
iShares MSCI Brazil Index Fund | 24,112,136 | 14.89 | % | ||||
iShares MSCI Germany Index Fund | 3,733,531 | 15.18 | % | ||||
iShares MSCI Canada Index Fund | 14,873,793 | 15.45 | % | ||||
iShares MSCI Taiwan Index Fund | 42,849,801 | 15.53 | % | ||||
iShares MSCI South Korea Index Fund | 8,764,897 | 16.43 | % | ||||
iShares MSCI Switzerland Index Fund | 2,201,287 | 17.44 | % | ||||
iShares MSCI EMU Index Fund | 3,804,270 | 20.45 | % | ||||
iShares MSCI Pacific ex-Japan Index Fund | 23,382,328 | 27.74 | % | ||||
Charles Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105 | iShares MSCI South Africa Index Fund | 436,494 | 5.26 | % | |||
iShares MSCI Germany Index Fund | 1,308,024 | 5.32 | % | ||||
Name and Address Fund iShares MSCI Switzerland Index Fund iShares MSCI Emerging Markets Index Fund iShares MSCI Brazil Index Fund iShares MSCI Malaysia Index Fund iShares MSCI EMU Index Fund iShares MSCI Japan Index Fund iShares MSCI Sweden Index Fund iShares MSCI Mexico Investable Market Index Fund iShares MSCI Chile Investable Market Index Fund iShares MSCI Canada Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI BRIC Index Fund iShares MSCI Australia Index Fund iShares MSCI Singapore Index Fund iShares MSCI Hong Kong Index Fund Citibank, N.A. 3800 Citibank Center B3-12 Tampa, FL 33610 iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Japan Index Fund iShares MSCI Emerging Markets Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI France Index Fund iShares MSCI Japan Small Cap Index Fund iShares MSCI Italy Index Fund Citigroup Global Markets Inc. 111 Wall Street New York, NY 10005 iShares MSCI Singapore Index Fund iShares MSCI Australia Index Fund iShares MSCI Italy Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Chile Investable Market Index Fund iShares MSCI Sweden Index Fund Amount of Ownership Percentage of Ownership 716,099 5.67 % 50,211,131 5.68 % 9,997,338 6.18 % 2,928,980 6.19 % 1,168,156 6.28 % 35,663,676 6.42 % 457,145 6.55 % 988,234 6.63 % 480,956 6.87 % 6,797,520 7.06 % 6,331,144 7.51 % 519,830 8.38 % 867,828 9.43 % 7,262,802 10.44 % 15,421,684 12.98 % 18,380,336 14.49 % 5,073,133 6.02 % 35,617,077 6.41 % 59,744,771 6.76 % 4,345,772 8.83 % 597,578 9.05 % 131,494 16.44 % 860,524 17.93 % 6,196,232 5.22 % 3,771,721 5.42 % 332,265 6.92 % 3,427,797 6.97 % 490,487 7.01 % 632,013 9.06 %
Name and Address Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI South Africa Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Spain Index Fund Deutsche Bank Securities Inc./Cedear 60 Wall Street New York, NY 10005 iShares MSCI Germany Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI EMU Index Fund First Clearing, LLC One North Jefferson Street St. Louis, MO 63103 iShares MSCI Hong Kong Index Fund iShares MSCI Chile Investable Market Index Fund iShares MSCI France Index Fund iShares MSCI Italy Index Fund iShares MSCI Singapore Index Fund iShares MSCI Switzerland Index Fund iShares MSCI Spain Index Fund iShares MSCI Turkey Investable Market Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Israel Capped Investable Market Index Fund J.P. Morgan Clearing Corp. One Metrotech Center North Brooklyn, NY 11201-3862 iShares MSCI Japan Small Cap Index Fund iShares MSCI Austria Investable Market Index Fund JPMorgan Chase Bank, N.A. Paradigm, B Wing, Floor 6 Mindspace, Malad (W) Mumbai 400 064 India iShares MSCI Turkey Investable Market Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Mexico Investable Market Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Japan Index Fund iShares MSCI Singapore Index Fund iShares MSCI Emerging Markets Index Fund Amount of Ownership Percentage of Ownership 572,860 9.48 % 891,507 10.74 % 5,594,399 11.82 % 1,098,368 23.62 % 1,235,255 5.02 % 9,667,985 7.62 % 2,035,150 10.94 % 7,317,450 5.77 % 412,299 5.89 % 431,503 6.54 % 350,826 7.31 % 8,824,961 7.43 % 2,061,929 16.33 % 1,138,378 24.48 % 1,271,528 33.46 % 2,387,069 40.12 % 1,006,342 43.75 % 63,311 7.91 % 554,841 8.95 % 203,231 5.35 % 352,796 5.69 % 16,248,574 5.89 % 2,848,007 6.02 % 941,300 6.32 % 8,543,168 6.74 % 38,718,383 6.97 % 8,359,121 7.04 % 67,801,011 7.68 %
Name and Address Fund iShares MSCI Switzerland Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Spain Index Fund iShares MSCI South Africa Index Fund iShares MSCI Sweden Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Germany Index Fund iShares MSCI Thailand Investable Market Index Fund iShares MSCI Italy Index Fund iShares MSCI France Index Fund iShares MSCI Belgium Investable Market Index Fund Merrill Lynch PF&S Safekeeping 101 Hudson Street Jersey City, NJ 07302 iShares MSCI South Korea Index Fund iShares MSCI BRIC Index Fund iShares MSCI Japan Small Cap Index Fund Merrill Lynch, Pierce, Fenner & Smith Inc. 101 Hudson Street Jersey City, NJ 07302-3997 iShares MSCI Belgium Investable Market Index Fund iShares MSCI Israel Capped Investable Market Index Fund Morgan Stanley & Co. Inc. 901 South Bond Street Baltimore, MD 21231 iShares MSCI Australia Index Fund iShares MSCI Mexico Investable Market Index Fund Morgan Stanley DW Inc. Harborside Financial Center Plaza 3 Jersey City, NJ 07311 iShares MSCI South Africa Index Fund 432,145 5.21 % National Financial Services LLC 200 Liberty Street New York, NY 10281 iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI Switzerland Index Fund iShares MSCI South Africa Index Fund iShares MSCI Malaysia Index Fund iShares MSCI Thailand Investable Market Index Fund Amount of Ownership Percentage of Ownership 1,072,376 8.49 % 589,440 9.91 % 471,000 10.13 % 872,773 10.52 % 838,359 12.02 % 6,550,783 13.31 % 3,626,752 14.74 % 355,541 19.75 % 1,069,295 22.28 % 1,721,192 26.08 % 2,130,702 35.28 % 3,052,380 5.72 % 595,045 6.47 % 53,864 6.73 % 496,227 8.22 % 218,182 9.49 % 3,990,027 5.73 % 1,093,117 7.34 % 4,245,239 5.04 % 312,151 5.17 % 750,128 5.94 % 507,471 6.11 % 2,943,914 6.22 % 112,745 6.26 %
Name and Address Fund iShares MSCI Chile Investable Market Index Fund iShares MSCI Brazil Index Fund iShares MSCI Canada Index Fund iShares MSCI Hong Kong Index Fund iShares MSCI Singapore Index Fund iShares MSCI BRIC Index Fund iShares MSCI Australia Index Fund iShares MSCI Japan Small Cap Index Fund iShares MSCI Sweden Index Fund iShares MSCI Austria Investable Market Index Fund Pershing LLC One Pershing Plaza Jersey City, NJ 07399 iShares MSCI Turkey Investable Market Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Sweden Index Fund iShares MSCI BRIC Index Fund iShares MSCI Chile Investable Market Index Fund iShares MSCI Austria Investable Market Index Fund iShares MSCI Thailand Investable Market Index Fund State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MS 02171 iShares MSCI Austria Investable Market Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Emerging Markets Index Fund iShares MSCI South Korea Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Chile Investable Market Index Fund TD Ameritrade Clearing, Inc. 1005 N. Ameritrade Place Bellevue, NE 68005 iShares MSCI Austria Investable Market Index Fund 348,150 5.62 % The Bank of New York Mellon 525 William Penn Place Pittsburgh, PA 15259 iShares MSCI Hong Kong Index Fund 6,950,220 5.48 % Amount of Ownership Percentage of Ownership 439,494 6.28 % 10,475,132 6.47 % 6,381,206 6.63 % 8,937,120 7.05 % 9,523,202 8.02 % 739,911 8.04 % 5,715,729 8.21 % 69,456 8.68 % 683,842 9.80 % 639,480 10.31 % 219,708 5.78 % 2,856,962 5.81 % 410,842 5.89 % 560,497 6.09 % 446,320 6.38 % 535,535 8.64 % 212,550 11.81 % 315,603 5.09 % 4,814,053 5.71 % 410,285 6.90 % 69,611,940 7.88 % 4,736,020 8.88 % 25,143,372 9.11 % 1,628,094 23.26 %
Name and Address Fund iShares MSCI Australia Index Fund iShares MSCI Singapore Index Fund iShares MSCI Brazil Index Fund iShares MSCI United Kingdom Index Fund iShares MSCI Malaysia Index Fund iShares MSCI South Korea Index Fund iShares MSCI South Africa Index Fund iShares MSCI Switzerland Index Fund iShares MSCI Turkey Investable Market Index Fund iShares MSCI Germany Index Fund iShares MSCI Japan Small Cap Index Fund iShares MSCI Taiwan Index Fund iShares MSCI Canada Index Fund iShares MSCI Japan Index Fund The Northern Trust Company 801 South Canal Street Chicago, IL 60607 iShares MSCI Emerging Markets Index Fund iShares MSCI Taiwan Index Fund iShares Trust American Enterprise Investment Services Inc. 2178 AXP Financial Center Minneapolis, MN 55474 iShares Morningstar Mid Value Index Fund iShares Morningstar Small Growth Index Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares Morningstar Large Core Index Fund iShares Morningstar Small Core Index Fund iShares Morningstar Mid Core Index Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares NYSE Composite Index Fund iShares S&P Conservative Allocation Fund iShares S&P Growth Allocation Fund iShares S&P Target Date 2015 Index Fund Amount of Ownership Percentage of Ownership 4,053,444 5.82 % 7,624,061 6.42 % 10,843,282 6.70 % 3,322,224 6.75 % 3,277,186 6.92 % 3,920,048 7.35 % 750,936 9.05 % 1,146,353 9.08 % 502,146 13.21 % 3,701,899 15.05 % 132,181 16.52 % 46,290,724 16.77 % 20,004,471 20.77 % 143,480,303 25.82 % 49,345,926 5.59 % 16,813,615 6.09 % 74,847 5.16 % 84,317 6.02 % 168,124 6.47 % 282,728 6.81 % 121,462 7.14 % 117,603 7.35 % 33,577 7.46 % 131,240 7.72 % 31,483 9.00 % 75,960 9.50 % 12,308 12.31 %
Name and Address Fund iShares S&P Target Date 2020 Index Fund iShares S&P Target Date Retirement Income Index Fund iShares S&P Moderate Allocation Fund Baird (Robert W.) & Co. Inc. 777 E. Wisconsin Avenue Milwaukee, WI 53202 iShares Barclays Credit Bond Fund 170,272 5.32 % Banc of America Securities LLC One Bryant Park New York, NY 10036 iShares S&P Latin America 40 Index Fund 3,000,000 5.85 % Bank of America, N.A./GWIM Trust Operations 411 N. Akard Dallas, TX 75201 iShares S&P 1500 Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares KLD Select Social Index Fund BMO Capital Markets Corp. Three Times Square New York, NY 10036 iShares Barclays 20+ Year Treasury Bond Fund 1,304,000 5.20 % Brown Brothers Harriman & Co. New Port Towers 525 Washington Blvd. Jersey City, NJ 07302 iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares S&P Global 100 Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Barclays 20+ Year Treasury Bond Fund iShares S&P Global Infrastructure Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Morningstar Large Growth Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares S&P Asia 50 Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares S&P Global Technology Sector Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund Amount of Ownership Percentage of Ownership 14,456 14.46 % 19,473 19.47 % 140,632 23.44 % 333,770 5.02 % 52,424 5.82 % 180,594 7.37 % 350,690 5.48 % 701,783 5.73 % 731,139 5.87 % 1,502,743 5.99 % 607,601 6.14 % 318,530 6.19 % 454,408 6.22 % 771,032 6.29 % 145,185 6.31 % 1,232,220 6.38 % 384,314 6.41 % 511,637 6.52 %
Name and Address Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares S&P Europe 350 Index Fund iShares MSCI All Country Asia ex Japan Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares S&P 500 Growth Index Fund iShares S&P 500 Index Fund iShares S&P 100 Index Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares S&P Global Industrials Sector Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShares S&P Global Nuclear Energy Index Fund iShares FTSE/Xinhua China 25 Index Fund iShares S&P/TOPIX 150 Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares Barclays MBS Bond Fund iShares S&P Latin America 40 Index Fund iShares KLD 400 Social Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares FTSE EPRA/NAREIT North America Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P Global Energy Sector Index Fund Amount of Ownership Percentage of Ownership 1,944,323 6.62 % 3,268,833 6.87 % 1,329,881 7.11 % 11,890 7.93 % 523,629 8.38 % 634,751 8.70 % 9,856,867 9.27 % 18,734,658 9.42 % 5,192,018 9.81 % 736,688 10.09 % 153,689 10.25 % 53,004 10.60 % 29,896 10.68 % 27,915,396 10.79 % 325,933 10.86 % 27,995 11.20 % 1,785,670 12.40 % 6,594,099 12.87 % 261,556 13.08 % 852,746 14.21 % 742,465 14.85 % 22,307 14.87 % 2,899,053 15.46 % 4,080,080 15.63 %
Name and Address Fund iShares S&P North American Technology-Software Index Fund iShares S&P Global Healthcare Sector Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares JPMorgan USD Emerging Markets Bond Fund iShares S&P Global Consumer Staples Sector Index Fund iShares Barclays 10-20 Year Treasury Bond Fund iShares Russell 3000 Growth Index Fund iShares MSCI ACWI Index Fund iShares S&P Global Utilities Index Fund iShares S&P Global Consumer Discretionary Sector Index Fund CDS Clearing and Depository Services Inc. 600 Blvd. de Maison Neuve Ouest Bureau 210 Montreal, QC H3A 3J2 iShares S&P Europe 350 Index Fund 2,933,767 6.17 % Charles Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105 iShares S&P Global Consumer Discretionary Sector Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares Barclays MBS Bond Fund iShares S&P Europe 350 Index Fund iShares S&P Global Utilities Index Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares JPMorgan USD Emerging Markets Bond Fund iShares S&P Moderate Allocation Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund Amount of Ownership Percentage of Ownership 1,174,352 15.66 % 1,866,637 17.86 % 1,107,332 19.43 % 575,436 19.84 % 1,102,769 19.87 % 443,173 20.14 % 1,906,902 20.18 % 3,113,374 24.91 % 939,509 27.23 % 1,088,992 58.86 % 96,459 5.21 % 371,962 5.24 % 215,383 5.32 % 44,266 5.53 % 822,514 5.71 % 2,739,300 5.76 % 202,670 5.87 % 152,782 6.24 % 184,264 6.35 % 38,077 6.35 % 465,973 6.38 %
Name and Address Fund iShares S&P Global Industrials Sector Index Fund iShares Barclays 20+ Year Treasury Bond Fund iShares S&P/Citigroup International Treasury Bond Fund iShares NYSE 100 Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares Russell Midcap Growth Index Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares S&P/TOPIX 150 Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares S&P Global Materials Sector Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares S&P Global Infrastructure Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Barclays Short Treasury Bond Fund iShares Dow Jones U.S. Real Estate Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares S&P Latin America 40 Index Fund iShares S&P Global Financials Sector Index Fund iShares Russell Midcap Index Fund iShares Russell Midcap Value Index Fund Amount of Ownership Percentage of Ownership 101,390 6.76 % 1,766,097 7.04 % 14,419 7.21 % 97,976 7.26 % 411,668 7.42 % 4,216,283 7.44 % 548,710 7.52 % 225,969 7.53 % 489,347 7.65 % 815,798 7.66 % 119,409 7.70 % 166,333 7.74 % 767,999 7.76 % 557,788 7.91 % 1,416,797 8.00 % 3,653,570 8.02 % 505,149 8.08 % 1,014,330 8.15 % 266,379 8.20 % 4,285,451 8.36 % 515,425 8.59 % 4,866,548 8.76 % 6,414,456 8.86 %
Name and Address Fund iShares S&P Global Healthcare Sector Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P Global 100 Index Fund iShares S&P Target Date 2020 Index Fund iShares Russell 3000 Growth Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares MSCI EAFE Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Barclays Government/Credit Bond Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares iBoxx $ Investment Grade Corporate Bond Fund iShares FTSE/Xinhua China 25 Index Fund iShares S&P MidCap 400 Growth Index Fund iShares Russell 1000 Value Index Fund iShares Russell 2000 Growth Index Fund iShares Morningstar Mid Core Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Barclays Credit Bond Fund iShares S&P Global Clean Energy Index Fund iShares S&P 500 Growth Index Fund Amount of Ownership Percentage of Ownership 950,830 9.10 % 1,738,400 9.27 % 1,137,228 9.28 % 9,344 9.34 % 882,375 9.34 % 80,017 9.41 % 42,568 9.46 % 60,824,132 9.51 % 491,346 9.54 % 105,242 9.57 % 1,977,648 9.74 % 671,447 9.95 % 12,215,810 10.04 % 26,006,288 10.05 % 2,564,417 10.06 % 15,165,404 10.18 % 4,911,698 10.25 % 164,493 10.28 % 529,839 10.29 % 8,731,536 10.37 % 2,016,624 10.45 % 344,983 10.78 % 346,106 10.82 % 11,527,013 10.84 %
Name and Address Fund iShares iBoxx $ High Yield Corporate Bond Fund iShares S&P Target Date 2040 Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Barclays Intermediate Credit Bond Fund iShares S&P Global Energy Sector Index Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares Russell 1000 Growth Index Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares S&P 500 Index Fund iShares Morningstar Small Value Index Fund iShares S&P National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares S&P North American Technology-Software Index Fund iShares Barclays 1-3 Year Credit Bond Fund iShares MSCI EAFE Growth Index Fund iShares Barclays Agency Bond Fund iShares S&P MidCap 400 Index Fund iShares Russell 2000 Value Index Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P Asia 50 Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Russell 2000 Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Morningstar Small Core Index Fund Amount of Ownership Percentage of Ownership 4,731,120 10.93 % 11,124 11.12 % 2,492,099 11.18 % 1,456,052 11.20 % 2,939,734 11.26 % 22,631 11.32 % 26,482,720 11.45 % 3,371,072 11.54 % 1,437,858 11.74 % 23,373,735 11.76 % 177,244 11.82 % 1,516,370 11.94 % 1,590,427 12.09 % 906,402 12.09 % 2,829,562 12.14 % 2,913,138 12.14 % 231,621 12.19 % 9,800,674 12.29 % 8,181,085 12.48 % 329,556 12.68 % 3,273,713 12.69 % 294,594 12.81 % 8,091,196 12.88 % 24,053,765 13.02 % 869,345 13.07 % 223,680 13.16 %
Name and Address Fund iShares Morningstar Small Growth Index Fund iShares S&P Growth Allocation Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares Morningstar Large Growth Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P Conservative Allocation Fund iShares Morningstar Mid Growth Index Fund iShares Morningstar Large Core Index Fund iShares Morningstar Large Value Index Fund iShares MSCI ACWI ex US Index Fund iShares KLD Select Social Index Fund iShares Barclays TIPS Bond Fund iShares S&P 1500 Index Fund iShares Barclays Aggregate Bond Fund iShares Morningstar Mid Value Index Fund iShares Dow Jones Select Dividend Index Fund iShares S&P 500 Value Index Fund iShares S&P Global Technology Sector Index Fund iShares NYSE Composite Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Russell 3000 Value Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund Amount of Ownership Percentage of Ownership 186,318 13.31 % 107,314 13.41 % 674,818 13.50 % 124,086 13.79 % 1,010,396 13.84 % 38,972 13.92 % 48,772 13.93 % 439,483 13.95 % 587,411 14.15 % 531,684 14.18 % 1,049,396 14.18 % 348,260 14.21 % 19,875,033 14.23 % 954,389 14.35 % 13,801,715 14.38 % 208,623 14.39 % 12,250,070 14.48 % 9,614,563 14.52 % 876,534 14.61 % 253,853 14.93 % �� 854,147 14.99 % 781,919 15.04 % 13,399,714 15.07 % 3,659,555 15.09 % 275,815 15.16 %
Name and Address Fund iShares Russell 3000 Index Fund iShares FTSE China (HK Listed) Index Fund iShares S&P North American Technology Sector Index Fund iShares MSCI EAFE Value Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P SmallCap 600 Value Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares Dow Jones U.S. Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShres S&P Aggressive Allocation Fund iShares S&P Target Date 2025 Index Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares KLD 400 Social Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares S&P 100 Index Fund iShares Russell 1000 Index Fund iShares MSCI EAFE Small Cap Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P Global Timber & Forestry Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares S&P California AMT-Free Municipal Bond Fund iShares Russell Microcap Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund CIBC World Markets Inc./CDS 161 Bay Street Toronto, ON M5J 258 iShares S&P Global Nuclear Energy Index Fund 15,190 5.43 % Amount of Ownership Percentage of Ownership 7,840,088 15.18 % 109,713 15.67 % 1,035,802 15.69 % 4,055,510 16.09 % 8,109,998 16.90 % 4,130,422 17.03 % 5,216,069 17.05 % 1,946,139 17.38 % 1,364,309 17.38 % 105,113 17.52 % 26,322 17.55 % 598,601 18.14 % 373,133 18.66 % 30,436 20.29 % 10,893,295 20.57 % 19,134,243 21.45 % 2,650,645 25.01 % 659,374 25.36 % 238,223 26.47 % 224,140 28.02 % 434,283 28.95 % 2,569,045 29.53 % 164,981 33.00 %
Name and Address Fund Citibank, N.A. 3800 Citibank Center B3-12 Tampa, FL 33610 iShares S&P Global Utilities Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares S&P Europe 350 Index Fund iShares S&P Global Industrials Sector Index Fund Citigroup Global Markets Inc. 111 Wall Street New York, NY 10005 iShares S&P Target Date 2015 Index Fund iShares S&P Global Infrastructure Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares KLD Select Social Index Fund iShares Barclays TIPS Bond Fund iShares S&P Global Technology Sector Index Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares Russell 2000 Value Index Fund iShares S&P Global Utilities Index Fund iShares KLD 400 Social Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares iBoxx $ High Yield Corporate Bond Fund iShares S&P Asia 50 Index Fund iShares Morningstar Small Core Index Fund iShares S&P California AMT-Free Municipal Bond Fund Amount of Ownership Percentage of Ownership 179,041 5.19 % 116,678 5.43 % 2,833,658 5.96 % 89,567 5.97 % 5,000 5.00 % 497,142 5.02 % 164,216 5.05 % 124,072 5.06 % 7,087,570 5.07 % 306,324 5.11 % 4,372,316 5.19 % 410,915 5.23 % 8,057 5.37 % 3,520,690 5.37 % 185,999 5.39 % 108,832 5.44 % 571,741 5.47 % 1,400,829 5.49 % 1,335,169 5.51 % 315,925 5.54 % 2,415,093 5.58 % 129,015 5.61 % 99,348 5.84 % 88,068 5.87 %
Name and Address Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Barclays Credit Bond Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones Select Dividend Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Russell 3000 Growth Index Fund iShares S&P Global Timber & Forestry Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Russell 2000 Growth Index Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares MSCI ACWI ex US Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Russell Midcap Value Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Russell 1000 Growth Index Fund iShares Nasdaq Biotechnology Index Fund iShares Russell 1000 Value Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares S&P North American Technology Sector Index Fund Amount of Ownership Percentage of Ownership 1,196,130 5.89 % 191,973 6.00 % 309,956 6.02 % 5,130,118 6.06 % 417,135 6.27 % 1,427,217 6.40 % 799,800 6.42 % 611,247 6.47 % 59,170 6.57 % 528,767 7.24 % 3,544,967 7.40 % 255,172 7.73 % 1,491,172 7.73 % 511,709 8.00 % 600,167 8.11 % 332,356 8.21 % 6,036,260 8.34 % 575,783 8.53 % 20,316,343 8.79 % 1,654,834 8.83 % 13,844,429 9.30 % 5,968,527 9.50 % 636,885 9.65 %
Name and Address Fund iShares S&P/Citigroup International Treasury Bond Fund iShares Russell Midcap Growth Index Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Barclays Government/Credit Bond Fund iShares Dow Jones Transportation Average Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares Barclays Short Treasury Bond Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares Morningstar Small Growth Index Fund iShares S&P Global Industrials Sector Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares S&P North American Technology-Software Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund Computershare Trust Company, N.A. 250 Royall Street Canton, MS 02021 iShares S&P Global 100 Index Fund 643,032 5.25 % iShares S&P Asia 50 Index Fund Credit Suisse Securities (USA) LLC One Madison Avenue New York, NY 10010 iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Financial Sector Index Fund Amount of Ownership Percentage of Ownership 19,573 9.79 % 5,599,668 9.88 % 47,802 10.62 % 759,906 10.78 % 129,601 11.78 % 700,210 12.62 % 656,795 12.75 % 2,345,616 13.25 % 333,171 13.60 % 202,287 14.45 % 222,710 14.85 % 320,943 14.93 % 1,196,642 15.96 % 1,136,865 16.01 % 263,478 17.00 % 1,187,041 18.99 % 198,200 8.62 % 632,179 5.16 % 411,811 5.25 % 805,825 6.47 %
Name and Address Fund iShares S&P North American Technology-Semiconductors Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Dow Jones U.S. Regional Banks Index Fund Curian Clearing, LLC 7601 Technology Way Denver, CO 80237 iShares JPMorgan USD Emerging Markets Bond Fund iShares Barclays MBS Bond Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares Barclays Agency Bond Fund Custodial Trust Company 14201 Dallas Parkway Dallas, TX 75254 iShares Barclays 20+ Year Treasury Bond Fund 1,442,566 5.75 % Deutsche Bank Securities Inc./Cedear 60 Wall Street New York, NY 10005 iShares MSCI ACWI Index Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund E*Trade Clearing LLC 10951 White Rock Road Rancho Cordova, CA 95670 iShares MSCI Kokusai Index Fund 382,171 14.70 % Fiduciary Trust Company of Boston 175 Federal Street Boston, MA 02110 iShares Barclays 1-3 Year Credit Bond Fund 1,170,712 5.02 % First Clearing, LLC One North Jefferson Street St. Louis, MO 63103 iShares iBoxx $ Investment Grade Corporate Bond Fund iShares S&P 500 Growth Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares JPMorgan USD Emerging Markets Bond Fund iShares Barclays MBS Bond Fund iShares S&P Target Date 2015 Index Fund iShares Barclays 1-3 Year Treasury Bond Fund Amount of Ownership Percentage of Ownership 401,722 7.80 % 559,683 7.94 % 178,033 8.28 % 699,940 10.37 % 151,622 5.23 % 885,776 6.15 % 165,615 6.37 % 385,900 20.31 % 643,820 5.15 % 4,512,434 5.36 % 1,760,338 24.11 % 6,339,419 5.21 % 5,557,218 5.23 % 344,673 5.39 % 156,994 5.41 % 798,945 5.55 % 5,605 5.61 % 4,752,793 5.64 %
Name and Address Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares S&P North American Technology Sector Index Fund iShares Dow Jones Select Dividend Index Fund iShares Barclays Credit Bond Fund iShares S&P 500 Value Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares FTSE China (HK Listed) Index Fund iShares Morningstar Large Growth Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares S&P MidCap 400 Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares S&P National AMT-Free Municipal Bond Fund iShares S&P 1500 Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares S&P Target Date Retirement Income Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares iBoxx $ High Yield Corporate Bond Fund iShares Barclays 1-3 Year Credit Bond Fund iShares S&P North American Technology-Software Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund Amount of Ownership Percentage of Ownership 330,285 5.79 % 383,444 5.81 % 4,982,965 5.89 % 189,608 5.93 % 3,931,620 5.94 % 744,979 6.08 % 413,560 6.22 % 43,699 6.24 % 476,545 6.53 % 422,665 6.76 % 2,007,854 6.88 % 1,544,281 6.93 % 5,727,370 7.18 % 18,183 7.27 % 928,032 7.31 % 486,742 7.32 % 523,865 7.38 % 4,827,660 7.69 % 8,095 8.10 % 419,284 8.14 % 3,532,153 8.16 % 1,908,296 8.19 % 618,935 8.25 % 75,826 8.43 %
Name and Address Fund iShares S&P/Citigroup International Treasury Bond Fund iShares Morningstar Mid Core Index Fund iShares Morningstar Small Core Index Fund iShares S&P SmallCap 600 Index Fund iShares Morningstar Mid Value Index Fund iShares S&P SmallCap 600 Value Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares KLD 400 Social Index Fund iShares Barclays Agency Bond Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P MidCap 400 Growth Index Fund iShares Barclays 10-20 Year Treasury Bond Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Barclays Intermediate Credit Bond Fund iShares NYSE 100 Index Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares Morningstar Mid Growth Index Fund First National Bank of Omaha 1620 Dodge Street Omaha, NE 68102 iShares Dow Jones U.S. Insurance Index Fund iShares S&P Global Industrials Sector Index Fund Amount of Ownership Percentage of Ownership 17,104 8.55 % 139,665 8.73 % 149,479 8.79 % 8,808,678 9.91 % 159,518 11.00 % 2,683,436 11.07 % 376,215 11.58 % 233,484 11.67 % 245,243 12.91 % 3,294,057 13.58 % 3,547,857 13.75 % 3,783,768 14.84 % 342,313 15.56 % 4,917,979 16.76 % 2,444,105 18.80 % 268,515 19.89 % 41,100 20.55 % 1,009,849 24.93 % 218,178 25.67 % 1,233,291 39.15 % 85,000 5.48 % 85,000 5.67 %
Name and Address Fund Goldman Sachs Execution & Clearing, L.P. 30 Hudson Street Jersey City, NJ 07302 iShares S&P Conservative Allocation Fund 17,838 5.10 % iShares S&P Emerging Markets Infrastructure Index Fund iShares S&P Target Date 2040 Index Fund iShares S&P Target Date 2035 Index Fund iShares S&P Target Date Retirement Income Index Fund iShares S&P Target Date 2010 Index Fund Goldman, Sachs & Co. 30 Hudson Street Jersey City, NJ 07302 iShares Barclays MBS Bond Fund iShares MSCI ACWI Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares S&P Target Date 2030 Index Fund iShares S&P Target Date 2020 Index Fund iShares S&P Target Date 2025 Index Fund iShares S&P Target Date 2015 Index Fund J.P. Morgan Clearing Corp. One Metrotech Center North Brooklyn, NY 11201-3862 iShares S&P Global Nuclear Energy Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Target Date 2010 Index Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund Amount of Ownership Percentage of Ownership 50,000 33.33 % 44,227 44.23 % 56,780 56.78 % 62,969 62.97 % 69,637 69.64 % 758,696 5.27 % 660,316 5.28 % 2,744,975 6.03 % 56,561 11.31 % 122,507 15.31 % 192,196 24.02 % 36,706 24.47 % 25,248 25.25 % 77,563 51.71 % 54,372 54.37 % 15,444 5.52 % 280,949 5.62 % 48,381 6.05 % 388,948 6.48 % 7,189 7.19 % 33,016 7.34 % 16,409 8.52 %
Name and Address Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares FTSE NAREIT Retail Capped Index Fund iShares S&P/Citigroup International Treasury Bond Fund iShares FTSE EPRA/NAREIT North America Index Fund Janney Montgomery Scott Inc. 1801 Market Street Philadelphia, PA 19103-1675 iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares S&P Emerging Markets Infrastructure Index Fund JPMorgan Chase Bank, N.A. Paradigm, B Wing, Floor 6 Mindspace, Malad (W) Mumbai 400 064 India iShares S&P Global Utilities Index Fund iShares MSCI EAFE Index Fund iShares MSCI EAFE Growth Index Fund iShares MSCI ACWI Index Fund iShares Russell Midcap Value Index Fund iShares MSCI EAFE Value Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares Barclays 20+ Year Treasury Bond Fund iShares S&P Global Infrastructure Index Fund iShares S&P 100 Index Fund iShares Morningstar Large Core Index Fund iShares S&P 500 Index Fund iShares Morningstar Large Value Index Fund iShares Russell Midcap Index Fund iShares Morningstar Large Growth Index Fund iShares Morningstar Mid Value Index Fund iShares Barclays 3-7 Year Treasury Bond Fund Amount of Ownership Percentage of Ownership 107,943 13.49 % 21,259 14.17 % 32,633 16.32 % 33,715 22.48 % 261,875 5.08 % 167,229 10.79 % 20,340 13.56 % 187,774 5.44 % 36,592,590 5.72 % 1,418,338 5.91 % 743,928 5.95 % 4,405,160 6.08 % 1,544,185 6.13 % 465,881 6.38 % 174,028 6.69 % 1,685,393 6.71 % 686,693 6.94 % 3,732,603 7.05 % 325,917 7.85 % 18,256,095 9.18 % 382,541 10.20 % 7,673,026 13.81 % 1,044,465 14.31 % 235,113 16.21 % 1,222,864 16.75 %
Name and Address Fund iShares MSCI All Country Asia ex Japan Index Fund iShares S&P Europe 350 Index Fund JPMorgan Chase Bank/PCS Shared Services 340 South Cleveland Avenue Westerville, OH 43081 iShares Russell Midcap Index Fund iShares MSCI All Country Asia ex Japan Index Fund LPL Financial Corp. 9785 Towne Center Drive San Diego, CA 92121-1968 iShares Morningstar Large Core Index Fund 254,243 6.13 % M&I Marshall & Ilsley Bank 11270 W. Park Place Milwaukee, WI 53224 iShares Morningstar Small Value Index Fund 84,280 5.62 % Merrill Lynch PF&S Safekeeping 101 Hudson Street Jersey City, NJ 07302 iShares Morningstar Large Value Index Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares Barclays 1-3 Year Credit Bond Fund iShares JPMorgan USD Emerging Markets Bond Fund iShares S&P Conservative Allocation Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares S&P MidCap 400 Value Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P MidCap 400 Growth Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares S&P Global 100 Index Fund iShares Barclays TIPS Bond Fund iShares Morningstar Small Core Index Fund iShares Dow Jones U.S. Index Fund Amount of Ownership Percentage of Ownership 3,191,698 17.07 % 8,613,525 18.11 % 4,386,396 7.90 % 6,998,718 37.43 % 187,867 5.01 % 123,589 5.04 % 1,186,774 5.09 % 148,595 5.12 % 18,014 5.15 % 1,266,136 5.22 % 135,601 5.22 % 84,387 5.44 % 1,403,718 5.44 % 1,341,167 5.53 % 1,413,512 5.54 % 396,128 5.58 % 324,906 5.70 % 720,406 5.88 % 8,264,444 5.92 % 100,896 5.94 % 670,032 5.98 %
Name and Address Fund iShares S&P 500 Growth Index Fund iShares Nasdaq Biotechnology Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P 500 Value Index Fund iShares Morningstar Large Growth Index Fund iShares S&P Target Date 2020 Index Fund iShares Russell 1000 Value Index Fund iShares Russell 1000 Growth Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones Select Dividend Index Fund iShares FTSE China (HK Listed) Index Fund iShares S&P California AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Barclays Short Treasury Bond Fund iShares KLD Select Social Index Fund iShares Barclays Agency Bond Fund iShares Barclays Aggregate Bond Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares S&P/Citigroup International Treasury Bond Fund iShares S&P North American Technology-Software Index Fund iShares iBoxx $ Investment Grade Corporate Bond Fund iShares Dow Jones EPAC Select Dividend Index Fund Amount of Ownership Percentage of Ownership 6,432,749 6.05 % 1,145,454 6.11 % 93,340 6.22 % 4,170,489 6.30 % 464,548 6.36 % 6,384 6.38 % 10,168,114 6.83 % 15,952,829 6.90 % 495,639 7.03 % 5,944,798 7.03 % 49,324 7.05 % 106,271 7.08 % 152,491 7.09 % 1,258,248 7.11 % 174,418 7.12 % 139,464 7.34 % 7,121,224 7.42 % 1,679,396 7.53 % 18,882 7.55 % 15,307 7.65 % 593,148 7.91 % 10,275,240 8.44 % 221,714 8.53 %
Name and Address Fund iShares S&P Global Technology Sector Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares Barclays Credit Bond Fund iShares Barclays 20+ Year Treasury Bond Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares FTSE NAREIT Retail Capped Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Moderate Allocation Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares S&P Global Consumer Staples Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Barclays Government/Credit Bond Fund iShares FTSE EPRA/NAREIT North America Index Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares Barclays 10-20 Year Treasury Bond Fund iShares S&P New York AMT-Free Municipal Bond Fund Amount of Ownership Percentage of Ownership 512,752 8.55 % 159,443 8.77 % 7,657,493 9.09 % 295,477 9.23 % 2,346,911 9.35 % 481,781 9.35 % 14,121 9.41 % 1,006,035 9.63 % 58,041 9.67 % 769,889 10.55 % 598,054 10.78 % 705,382 11.02 % 6,999,057 11.14 % 1,377,563 11.25 % 575,198 11.50 % 107,836 11.98 % 823,616 12.39 % 138,070 12.55 % 18,860 12.57 % 3,734,522 12.79 % 27,354 13.68 % 307,229 13.96 % 65,978 14.66 %
Name and Address Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares S&P National AMT-Free Municipal Bond Fund iShares Barclays MBS Bond Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Technology Sector Index Fund Merrill Lynch, Pierce, Fenner & Smith Inc. 101 Hudson Street Jersey City, NJ 07302 iShares Barclays 20+ Year Treasury Bond Fund iShares Barclays Agency Bond Fund iShares S&P Global Timber & Forestry Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares MSCI All Peru Capped Index Fund iShares S&P Emerging Markets Infrastructure Index Fund Morgan Stanley & Co. Inc. 901 South Bond Street Baltimore, MD 21231 iShares FTSE/Xinhua China 25 Index Fund iShares MSCI Kokusai Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund Morgan Stanley DW Inc. Harborside Financial Center Plaza 3 Jersey City, NJ 07311 iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares iBoxx $ Investment Grade Corporate Bond Fund iShares Barclays Aggregate Bond Fund iShares Barclays 1-3 Year Treasury Bond Fund Amount of Ownership Percentage of Ownership 4,351,877 14.83 % 2,074,270 16.33 % 2,483,548 17.25 % 705,855 21.72 % 4,464,385 21.99 % 1,384,447 5.52 % 138,224 7.27 % 66,855 7.43 % 115,340 7.44 % 21,327 8.53 % 13,913 9.28 % 23,367 15.58 % 54,117 36.08 % 17,020,399 6.58 % 200,000 7.69 % 2,656,837 20.20 % 621,617 5.07 % 368,503 5.19 % 1,058,928 5.22 % 3,362,233 5.35 % 83,815 5.41 % 7,038,584 5.78 % 5,568,698 5.80 % 4,981,573 5.92 %
Name and Address Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P MidCap 400 Growth Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares Barclays TIPS Bond Fund iShares S&P MidCap 400 Value Index Fund iShares Barclays MBS Bond Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Barclays 1-3 Year Credit Bond Fund iShares S&P 500 Growth Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares S&P 500 Value Index Fund iShares S&P California AMT-Free Municipal Bond Fund iShares Barclays Agency Bond Fund National Financial Services LLC 200 Liberty Street New York, NY 10281 iShares S&P/Citigroup International Treasury Bond Fund iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund iShares S&P Target Date 2025 Index Fund iShares Barclays 20+ Year Treasury Bond Fund iShares MSCI EAFE Index Fund iShares Russell Midcap Index Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares Nasdaq Biotechnology Index Fund Amount of Ownership Percentage of Ownership 471,291 6.00 % 1,463,928 6.04 % 1,560,208 6.12 % 1,497,872 6.18 % 8,661,066 6.20 % 1,693,656 6.56 % 974,717 6.77 % 2,011,981 6.86 % 1,710,258 7.34 % 9,043,633 8.50 % 85,209 9.47 % 216,827 10.08 % 7,093,086 10.71 % 245,918 16.39 % 336,979 17.74 % 10,235 5.12 % 461,805 5.19 % 7,862 5.24 % 1,387,696 5.53 % 35,710,417 5.58 % 3,271,280 5.89 % 438,035 6.00 % 1,132,106 6.04 %
Name and Address Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global 100 Index Fund iShares NYSE 100 Index Fund iShares S&P 500 Index Fund iShares S&P California AMT-Free Municipal Bond Fund iShares Barclays 1-3 Year Credit Bond Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares KLD 400 Social Index Fund iShares S&P 100 Index Fund iShares S&P Global Technology Sector Index Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares MSCI ACWI ex US Index Fund iShares KLD Select Social Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares MSCI All Peru Capped Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares S&P Global Financials Sector Index Fund iShares MSCI EAFE Growth Index Fund iShares Barclays MBS Bond Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Clean Energy Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares S&P MidCap 400 Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P SmallCap 600 Index Fund iShares S&P 500 Growth Index Fund Amount of Ownership Percentage of Ownership 340,973 6.14 % 753,738 6.15 % 86,623 6.42 % 12,774,114 6.43 % 98,625 6.58 % 1,534,437 6.59 % 59,860 6.65 % 133,415 6.67 % 3,552,252 6.71 % 406,522 6.78 % 227,015 6.88 % 511,301 6.91 % 169,770 6.93 % 17,621 7.05 % 10,616 7.08 % 408,373 7.16 % 433,906 7.23 % 1,755,656 7.32 % 1,061,135 7.37 % 111,637 7.44 % 238,311 7.45 % �� 478,056 7.47 % 5,954,905 7.47 % 792,350 7.58 % 6,772,531 7.62 % 8,164,713 7.68 %
Name and Address Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Russell 1000 Growth Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares S&P/TOPIX 150 Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Russell 3000 Growth Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Russell 2000 Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Russell 1000 Value Index Fund iShares Morningstar Large Growth Index Fund iShares FTSE/Xinhua China 25 Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares MSCI EAFE Value Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P MidCap 400 Growth Index Fund iShares Russell 2000 Growth Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Morningstar Mid Growth Index Fund Amount of Ownership Percentage of Ownership 549,065 7.79 % 18,167,952 7.86 % 256,866 7.90 % 237,986 7.93 % 171,069 7.96 % 753,614 7.97 % 145,293 7.99 % 14,791,586 8.00 % 1,064,094 8.09 % 537,841 8.09 % 592,158 8.11 % 126,631 8.17 % 12,159,425 8.17 % 604,184 8.28 % 21,446,761 8.29 % 651,868 8.30 % 2,092,055 8.30 % 2,012,428 8.30 % 2,148,902 8.43 % 4,055,323 8.47 % 538,911 8.62 % 1,756,010 8.65 % 273,471 8.68 %
Name and Address Fund iShares JPMorgan USD Emerging Markets Bond Fund iShares iBoxx $ High Yield Corporate Bond Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares S&P MidCap 400 Value Index Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares iBoxx $ Investment Grade Corporate Bond Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares S&P 500 Value Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Russell 2000 Value Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShares Morningstar Small Growth Index Fund iShares Russell Midcap Value Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares Morningstar Mid Value Index Fund iShares S&P SmallCap 600 Value Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Target Date 2030 Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Barclays TIPS Bond Fund iShares S&P Asia 50 Index Fund iShares Barclays Credit Bond Fund Amount of Ownership Percentage of Ownership 255,768 8.82 % 3,846,285 8.88 % 1,114,062 8.95 % 2,309,675 8.95 % 2,620,669 8.97 % 10,959,856 9.01 % 7,646,125 9.08 % 6,040,610 9.12 % 473,323 9.19 % 6,097,745 9.30 % 74,848 9.36 % 46,854 9.37 % 133,482 9.53 % 6,907,162 9.54 % 494,821 9.61 % 139,946 9.65 % 2,368,340 9.77 % 4,695,568 9.78 % 1,042,136 9.79 % 14,965 9.98 % 678,520 10.05 % 1,232,413 10.06 % 14,078,155 10.08 % 231,851 10.08 % 323,282 10.10 %
Name and Address Fund iShares Barclays Aggregate Bond Fund iShares Morningstar Large Value Index Fund iShares Russell Midcap Growth Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares MSCI ACWI Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P National AMT-Free Municipal Bond Fund iShares S&P Latin America 40 Index Fund iShares S&P Global Nuclear Energy Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Russell 3000 Index Fund iShares S&P Target Date 2015 Index Fund iShares S&P 1500 Index Fund iShares S&P Target Date 2020 Index Fund iShares Russell 1000 Index Fund iShares Dow Jones Select Dividend Index Fund iShares S&P U.S. Preferred Stock Index Fund iShares S&P Global Energy Sector Index Fund iShares FTSE EPRA/NAREIT North America Index Fund iShares MSCI EAFE Small Cap Index Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares Dow Jones EPAC Select Dividend Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P Target Date 2035 Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares Morningstar Small Value Index Fund iShares Russell Microcap Index Fund Amount of Ownership Percentage of Ownership 9,746,818 10.15 % 381,901 10.18 % 5,769,518 10.18 % 3,160,768 10.33 % 1,305,348 10.44 % 1,041,502 10.42 % 1,337,284 10.53 % 5,418,105 10.57 % 30,052 10.73 % 2,453,865 11.00 % 5,749,735 11.13 % 11,161 11.16 % 741,896 11.16 % 11,226 11.23 % 10,017,958 11.23 % 9,547,112 11.29 % 7,091,386 11.29 % 3,026,300 11.60 % 17,436 11.62 % 1,276,905 12.05 % 24,434 12.22 % 339,471 13.06 % 869,378 13.17 % 13,170 13.17 % 19,787 13.19 % 198,213 13.21 % 1,150,352 13.22 %
Name and Address Fund iShares Morningstar Mid Core Index Fund iShares Morningstar Large Core Index Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares Morningstar Small Core Index Fund iShares Dow Jones U.S. Index Fund iShares Russell 3000 Value Index Fund iShares FTSE NAREIT Retail Capped Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares NYSE Composite Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares S&P New York AMT-Free Municipal Bond Fund iShares FTSE China (HK Listed) Index Fund iShares S&P Developed ex-U.S. Property Index Fund iShares S&P Global Utilities Index Fund iShres S&P Aggressive Allocation Fund iShares Barclays Short Treasury Bond Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Conservative Allocation Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares Barclays Government/Credit Bond Fund iShares S&P Moderate Allocation Fund iShares S&P Growth Allocation Fund NBCN Inc./CDS 1010 Rue de La Gauchetiere Street West Montreal, QC H3B 5J2 iShares S&P Global Nuclear Energy Index Fund 20,700 7.39 % Amount of Ownership Percentage of Ownership 222,883 13.93 % 581,388 14.01 % 358,872 14.65 % 252,247 14.84 % 1,745,365 15.58 % 831,842 16.00 % 24,830 16.55 % 3,233,430 16.75 % 294,352 17.31 % 147,569 17.36 % 78,519 17.45 % 131,943 18.85 % 492,385 18.94 % 662,621 19.21 % 116,199 19.37 % 3,609,786 20.39 % 195,009 21.67 % 81,210 23.20 % 196,298 24.54 % 273,589 24.87 % 169,951 28.33 % 252,922 31.62 %
Name and Address Fund Penson Financial Services, Inc. 1700 Pacific Avenue Dallas, TX 75201 iShares MSCI Kokusai Index Fund 160,850 6.19 % Pershing LLC One Pershing Plaza Jersey City, NJ 07399 iShares Barclays Aggregate Bond Fund 4,842,310 5.04 % iShares Morningstar Mid Value Index Fund 73,464 5.07 % iShares Russell 2000 Growth Index Fund 2,440,901 5.10 % iShares Dow Jones U.S. Technology Sector Index Fund 1,037,394 5.11 % iShares Morningstar Small Growth Index Fund 72,058 5.15 % iShares NYSE Composite Index Fund 87,531 5.15 % iShares S&P New York AMT-Free Municipal Bond Fund 23,315 5.18 % iShares S&P MidCap 400 Index Fund 4,148,133 5.20 % iShares Dow Jones U.S. Energy Sector Index Fund 1,163,190 5.22 % iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund 10,678 5.34 % iShares Morningstar Large Growth Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Utilities Sector Index Fund iShares S&P Target Date 2040 Index Fund iShares S&P Latin America 40 Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares S&P 500 Growth Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P 1500 Index Fund iShares Barclays Agency Bond Fund iShares FTSE NAREIT Mortgage Plus Capped Index Fund Amount of Ownership Percentage of Ownership 389,686 5.34 % 278,460 5.41 % 695,634 5.48 % 365,418 5.50 % 5,594 5.59 % 2,912,810 5.68 % 185,363 5.70 % 324,838 5.70 % 6,207,503 5.84 % 17,218 6.15 % 413,152 6.21 % 123,172 6.48 % 159,211 6.50 %
Name and Address Fund iShares Barclays Intermediate Credit Bond Fund iShares Dow Jones U.S. Index Fund iShares S&P Global Timber & Forestry Index Fund iShares Russell 3000 Index Fund iShares S&P Target Date 2010 Index Fund iShares S&P Asia 50 Index Fund iShares Barclays 1-3 Year Credit Bond Fund iShares Morningstar Large Core Index Fund iShares Morningstar Mid Core Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Morningstar Small Value Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShres S&P Aggressive Allocation Fund iShares Morningstar Small Core Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P Growth Allocation Fund iShares Morningstar Large Value Index Fund iShares Barclays Credit Bond Fund iShares S&P/TOPIX 150 Index Fund iShares NYSE 100 Index Fund iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares FTSE NAREIT Retail Capped Index Fund Amount of Ownership Percentage of Ownership 855,063 6.58 % 736,979 6.58 % 59,619 6.62 % 3,446,045 6.67 % 6,700 6.70 % 156,773 6.82 % 1,601,429 6.87 % 285,092 6.87 % 110,029 6.88 % 126,130 6.93 % 112,241 7.48 % 589,085 7.50 % 419,469 7.56 % 46,436 7.74 % 135,784 7.99 % 76,435 8.49 % 630,096 8.87 % 605,483 9.69 % 78,105 9.76 % 374,847 10.00 % 352,749 11.02 % 331,161 11.04 % 181,181 13.42 % 35,562 14.22 % 21,499 14.33 %
Name and Address Fund iShares S&P Global Infrastructure Index Fund iShares S&P/Citigroup International Treasury Bond Fund iShares MSCI Kokusai Index Fund iShares MSCI All Peru Capped Index Fund PNC Bank, N.A. 8800 Tinicum Blvd. Philadelphia, PA 19153 iShares S&P National AMT-Free Municipal Bond Fund iShares KLD Select Social Index Fund RBC Capital Markets Corp. 510 Marquette Avenue South Minneapolis, MN 55402 iShares JPMorgan USD Emerging Markets Bond Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Morningstar Large Value Index Fund Ridge Clearing & Outsourcing Solutions, Inc. 55 Water Street New York, NY 10041 iShares S&P Global Clean Energy Index Fund 1,121,865 35.06 % SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 iShares Dow Jones U.S. Telecommunications Sector Index Fund SSB — IBT/BGI 1776 Heritage Drive North Quincy, MA 02171 iShares S&P MidCap 400 Index Fund iShares MSCI All Country Asia ex Japan Index Fund iShares Russell 2000 Index Fund iShares Cohen & Steers Realty Majors Index Fund iShares Russell 1000 Index Fund iShares S&P Global Infrastructure Index Fund iShares Dow Jones Transportation Average Index Fund iShares MSCI EAFE Small Cap Index Fund iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 iShares Russell 3000 Growth Index Fund 477,614 5.05 % Amount of Ownership Percentage of Ownership 1,468,151 14.83 % 30,839 15.42 % 465,368 17.90 % 94,374 62.92 % 756,858 5.96 % 197,878 8.08 % 178,316 6.15 % 112,851 6.20 % 243,826 6.50 % 2,479,620 8.45 % 4,247,450 5.33 % 1,100,000 5.88 % 10,938,174 5.92 % 1,824,386 5.96 % 7,250,344 8.13 % 943,672 9.53 % 600,000 10.81 % 1,993,884 18.81 % 6,711,869 75.41 %
Name and Address Fund iShares Morningstar Small Value Index Fund iShares iBoxx $ High Yield Corporate Bond Fund iShares Barclays 10-20 Year Treasury Bond Fund iShares S&P Global Consumer Discretionary Sector Index Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares Russell 3000 Index Fund iShares Russell 3000 Value Index Fund iShares MSCI All Country Asia ex Japan Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Materials Sector Index Fund Sumitomo Trust & Banking Co. (U.S.A.) 527 Madison Avenue New York, NY 10022 iShares MSCI Kokusai Index Fund 1,100,000 42.31 % SunTrust Bank P.O. Box 105504 Center 3141 Atlanta, GA 30348-5504 iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares S&P/Citigroup International Treasury Bond Fund TD Ameritrade Clearing, Inc. 1005 N. Ameritrade Place Bellevue, NE 68005 iShares FTSE NAREIT Industrial/Office Capped Index Fund iShares S&P/TOPIX 150 Index Fund iShares FTSE NAREIT Real Estate 50 Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P SmallCap 600 Value Index Fund iShares Morningstar Mid Growth Index Fund iShares Russell Microcap Index Fund iShares S&P MidCap 400 Index Fund iShares Cohen & Steers Realty Majors Index Fund Amount of Ownership Percentage of Ownership 78,802 5.25 % 2,322,998 5.36 % 119,641 5.44 % 138,790 7.50 % 571,590 7.83 % 4,050,435 7.84 % 417,706 8.03 % 1,778,290 9.51 % 3,064,863 11.74 % 4,277,924 40.17 % 46,010 5.11 % 21,000 10.50 % 12,654 5.06 % 155,353 5.18 % 42,257 5.28 % 338,273 5.41 % 1,313,093 5.41 % 170,835 5.42 % 473,521 5.44 % 4,455,166 5.59 % 1,719,382 5.62 %
Name and Address Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares S&P SmallCap 600 Growth Index Fund iShares S&P Target Date 2035 Index Fund iShares Morningstar Large Growth Index Fund iShares NYSE Composite Index Fund iShares Dow Jones U.S. Index Fund iShares S&P Moderate Allocation Fund iShares Morningstar Small Growth Index Fund iShares Barclays 1-3 Year Treasury Bond Fund iShares Morningstar Mid Value Index Fund iShares S&P Conservative Allocation Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares FTSE NAREIT Residential Plus Capped Index Fund iShares S&P Target Date 2040 Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund iShres S&P Aggressive Allocation Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P Target Date 2025 Index Fund iShares S&P Growth Allocation Fund iShares Barclays Short Treasury Bond Fund iShares Morningstar Large Core Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares Barclays 10-20 Year Treasury Bond Fund Amount of Ownership Percentage of Ownership 387,466 5.74 % 1,113,803 5.77 % 1,402,774 5.78 % 6,408 6.41 % 497,219 6.81 % 123,023 7.24 % 816,081 7.29 % 44,224 7.37 % 103,844 7.42 % 6,751,419 8.02 % 116,894 8.06 % 29,746 8.50 % 2,660,342 9.11 % 80,456 9.47 % 10,327 10.33 % 56,881 11.38 % 69,459 11.58 % 5,695,459 11.87 % 18,529 12.35 % 100,791 12.60 % 2,254,715 12.74 % 549,052 13.23 % 21,805 14.54 % 330,498 15.02 %
Name and Address Fund iShares S&P Target Date 2030 Index Fund The Bank of New York Mellon 525 William Penn Place Pittsburgh, PA 15259 iShares Russell 1000 Growth Index Fund iShares MSCI Kokusai Index Fund iShares Barclays 3-7 Year Treasury Bond Fund iShares MSCI ACWI ex US Index Fund iShares Russell 2000 Value Index Fund iShares Russell Midcap Value Index Fund iShares Barclays 7-10 Year Treasury Bond Fund iShares MSCI ACWI Index Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares FTSE/Xinhua China 25 Index Fund iShares S&P Global 100 Index Fund iShares S&P Europe 350 Index Fund iShares Russell 2000 Growth Index Fund iShares Russell 3000 Growth Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund The Bank of New York Mellon/Mellon Trust of New England, N.A. 525 William Penn Place Pittsburgh, PA 15259 iShares Russell 2000 Value Index Fund 3,258,735 4.97 % iShares S&P Global 100 Index Fund iShares KLD 400 Social Index Fund iShares Russell 1000 Index Fund iShares Russell 3000 Index Fund iShares Russell 1000 Value Index Fund iShares Morningstar Small Growth Index Fund iShares MSCI EAFE Index Fund iShares Russell 2000 Index Fund Amount of Ownership Percentage of Ownership 75,881 50.59 % 12,460,886 5.39 % 145,575 5.60 % 430,240 5.89 % 441,686 5.97 % 3,938,327 6.01 % 4,524,109 6.25 % 1,846,340 6.32 % 801,466 6.41 % 212,714 6.45 % 17,292,037 6.68 % 868,164 7.09 % 3,548,556 7.46 % 4,353,921 9.09 % 862,900 9.13 % 594,619 9.29 % 554,070 13.68 % 612,615 5.00 % 114,583 5.73 % 5,902,182 6.62 % 3,639,781 7.05 % 10,576,831 7.10 % 101,267 7.23 % 54,820,757 8.57 % 16,292,187 8.82 %
Name and Address Fund iShares MSCI EAFE Growth Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares Dow Jones Transportation Average Index Fund The Northern Trust Company 801 South Canal Street Chicago, IL 60612 iShares Barclays 1-3 Year Credit Bond Fund iShares MSCI ACWI ex US Index Fund iShares KLD 400 Social Index Fund iShares Russell 3000 Index Fund Timber Hill LLC 2 Pickwick Plaza Greenwich, CT 06830 iShares FTSE NAREIT Industrial/Office Capped Index Fund 16,134 6.45 % U.S. Bank N.A. 1555 North River Center Drive Milwaukee, WI 53212 iShares Dow Jones U.S. Financial Services Index Fund iShares FTSE EPRA/NAREIT North America Index Fund UBS Financial Services LLC 1200 Harbor Blvd. Weehawken, NJ 07086 iShares S&P/TOPIX 150 Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares S&P Target Date 2040 Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares S&P/Citigroup International Treasury Bond Fund iShares S&P Target Date 2030 Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares S&P 500 Value Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares S&P 1500 Index Fund iShares Barclays Intermediate Government/Credit Bond Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund iShares Dow Jones U.S. Broker-Dealers Index Fund Amount of Ownership Percentage of Ownership 2,251,501 9.38 % 6,193,000 13.60 % 824,990 14.86 % 1,541,562 6.62 % 738,273 9.98 % 202,887 10.14 % 5,313,622 10.29 % 800,288 11.35 % 19,906 13.27 % 150,106 5.00 % 1,027,503 5.06 % 5,167 5.17 % 666,157 5.35 % 10,860 5.43 % 8,419 5.61 % 697,404 5.69 % 3,789,528 5.72 % 241,936 5.97 % 420,414 6.32 % 218,560 6.62 % 60,271 6.70 % 480,345 6.77 %
Name and Address Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares S&P Global Technology Sector Index Fund iShares FTSE EPRA/NAREIT Developed Europe Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P North American Technology Sector Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares S&P Asia 50 Index Fund iShares S&P Target Date 2020 Index Fund iShares MSCI ACWI ex US Index Fund Union Bank of California, N.A. 350 California Street San Francisco, CA 94104 iShares Morningstar Small Value Index Fund 117,570 7.84 % Vanguard Marketing Corp. 100 Vanguard Blvd. Malvern, PA 19355 iShares FTSE EPRA/NAREIT Developed Europe Index Fund 7,583 5.06 % iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund Wachovia Bank N.A. 1525 West Harris Blvd. Charlotte, NC 28262-8522 iShares Russell Midcap Index Fund 2,929,375 5.27 % Wells Fargo Bank, N.A. 733 Marquette Ave. Minneapolis, MN 55402 iShares MSCI EAFE Growth Index Fund 1,522,729 6.34 % iShares S&P MidCap 400 Index Fund Wells Fargo Investment, LLC 625 Marquette Avenue Minneapolis, MN 55402-2308 iShares Morningstar Large Core Index Fund 221,704 5.34 % iShares FTSE NAREIT Mortgage Plus Capped Index Fund iShares S&P Conservative Allocation Fund iShares Morningstar Small Growth Index Fund Amount of Ownership Percentage of Ownership 1,559,707 6.99 % 425,179 7.09 % 10,941 7.29 % 111,202 7.41 % 452,811 7.55 % 501,648 7.60 % 499,188 7.80 % 179,639 7.81 % 8,457 8.46 % 1,146,470 15.49 % 17,150 8.58 % 5,306,404 6.65 % 140,549 5.74 % 21,988 6.28 % 104,086 7.43 %
ISHA-PROX-0909
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THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE “FOR” EACH OF THESE PROPOSALS.Please detach at perforation before mailing
| PROXY | PROXY |
iShares, Inc.
| iShares Trust
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To transact such other business
iSHARES, INC.
iSHARES TRUST
iSHARES U.S. ETF TRUST
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 19, 2017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS/TRUSTEES
The undersigned hereby appoints Jack Gee, Benjamin Archibald, Deepa Damre, and Lezlie Iannone as may properly come beforeproxies, each with the Meeting or any adjournment or postponement thereof.
Note: If you sign and date this proxy but provide no voting instructions, your shares will be voted “FOR” Proposals 1 and 2.
Each Company’s Boardpower of Directors/Trustees has fixedsubstitution, to represent the close of business on August 25, 2009 as the record date for the determination of shareholders entitled to notice ofundersigned and to vote, as designated on the reverse side hereof, all of the shares of the below named Funds held of record by the undersigned on May 2, 2017 at the Joint Special Meeting or any adjournment or postponement thereof.
The enclosed proxy is being solicited on behalf of the Board of Directors/TrusteesShareholders of each Company.You are cordially invitedFund to attendbe held on June 19, 2017 or at any adjournments, postponements or delays thereof. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting for any Fund in which you own shares.Shareholders are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Fund encourages shareholders to take advantage of these prompt and efficient voting options.Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT SPECIAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
| VOTE VIA THE INTERNET: www.proxyvote.com |
VOTE VIA THE TELEPHONE: call the toll-free number listed on your voting instruction form |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON November 4, 2009
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Note: Please sign exactly as your name(s) appear(s) on this voting instruction form. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. | ||||||||
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Signature of joint owner, if any | ||||||||
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Proposal 1. | ||||||||||||||||||
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| To Elect Board Members:To withhold authority to vote for any individual nominee(s) | |||||||||||||||
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Note: If you sign and date this proxy but provide no voting instructions, your shares will be voted “FOR” the election of all nominees.
Each Company’s Board of Directors/Trustees has fixed the close of business on August 25, 2009 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.
The enclosed proxy is being solicited on behalf of the Board of Directors/Trustees of each Company.You are cordially invited to attend the Meeting for any Fund in which you own shares.Shareholders are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Fund encourages shareholders to take advantage of these prompt and efficient voting options.
FOR ALL | ||||||||||||||
| WITHHOLD ALL | FOR ALL EXCEPT | |||||||||||||
| 01. Jane D. Carlin | 02. Richard L. Fagnani | ☐ | ☐ | ☐ | ||||||||||
| 03. Drew E. Lawton | 04. Madhav V. Rajan | |||||||||||||
| 05. Mark Wiedman | ||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON November 4, 2009