As filed with the U.S. Securities and Exchange Commission on July 12, 2017
File Nos. 333-92935 and 811-09729
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | ☒ | |||
| Post-Effective Amendment No. 1,782 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
| Amendment No. 1,782 | ☒ |
(Check appropriate box or boxes)
iShares Trust
(Exact Name of Registrant as Specified in Charter)
c/o State Street Bank and Trust Company
1 Iron Street
Boston, MA 02210
(Address of Principal Executive Office)(Zip Code)
Registrant’s Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
With Copies to:
MARGERY K. NEALE, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 | DEEPA DAMRE, ESQ. BLACKROCK FUNDADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105 |
This Post-Effective Amendment consists of the following:
| 1. | Facing Sheet of the Registration Statement. |
| 2. | Explanatory Note. |
| 3. | Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement. |
This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment Nos. 1,767 and 1,768 to the Registration Statements on Form N-1A filed on June 22, 2017 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
iShares Trust
File Nos. 333-92935 and 811-09729
Part C
Other Information
Item 28. Exhibits:
PEA # 1,782
Exhibit | Description | |
| (a.1) | Amended and Restated Agreement and Declaration of Trust, dated September 17, 2009, is incorporated herein by reference to Post-Effective Amendment No. 303, filed October 16, 2009 (“PEA No. 303”). | |
| (a.2) | Restated Certificate of Trust, dated September 13, 2006, is incorporated herein by reference to Post-Effective Amendment No. 53, filed September 19, 2006. | |
| (b) | Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 418, filed May 4, 2010. | |
| (c) | Article II of the Amended and Restated Agreement and Declaration of Trust is incorporated herein by reference to PEA No. 303. | |
| (d.1) | Investment Advisory Agreement, dated December 1, 2009, between the iShares Trust (the “Trust”) and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to Post-Effective Amendment No. 354, filed December 28, 2009. | |
| (d.2) | Schedule A to the Investment Advisory Agreement between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 1,773, filed June 28, 2017 (“PEA No. 1,773”). | |
| (d.3) | Schedule A to the Investment Advisory Agreement between iShares, Inc. and BFA is incorporated herein by reference to PEA No. 1,773. | |
| (d.4) | Master Advisory Fee Waiver Agreement, dated December 1, 2009, between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 512, filed March 24, 2011. | |
| (d.5) | Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No. 1,744, filed on May 2, 2017 (“PEA No. 1,744”). | |
| (d.6) | Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 773, filed October 15, 2012. | |
| (d.7) | Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited (“BIL”) is incorporated herein by reference to Post-Effective Amendment No. 529, filed April 21, 2011. | |
| (d.8) | Exhibit A to the Sub-Advisory Agreement between BFA and BIL is incorporated herein by reference to Post-Effective Amendment No. 1,723, filed February 24, 2017. | |
| (e.1) | Distribution Agreement, dated February 3, 2012, between the Trust and BlackRock Investments, LLC (“BRIL”) is incorporated herein by reference to Post-Effective Amendment No. 921, filed July 10, 2013. | |
| (e.2) | Exhibit A to the Distribution Agreement is incorporated herein by reference to PEA No. 1,773. | |
| (f) | Not applicable. | |
| (g) | Service Module for Custodial Services, dated April 21, 2011, is incorporated herein by reference to Post-Effective Amendment No. 573, filed August 19, 2011 (“PEA No. 573”). | |
| (h.1) | Master Services Agreement, dated April 21, 2011, between the Trust and State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to Post-Effective Amendment No. 551, filed June 27, 2011. | |
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| (h.2) | Exhibit A to the Master Services Agreement is incorporated herein by reference to PEA No. 1,773. | |
| (h.3) | Service Module for Fund Administration and Accounting Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 573. | |
| (h.4) | Service Module for Transfer Agency Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 573. | |
| (h.5) | Amended and Restated Securities Lending Agency Agreement, dated January 1, 2015, among the Trust, iShares, Inc., iShares MSCI Russia Capped ETF, Inc., iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BlackRock Institutional Trust Company, N.A. (“BTC”) is incorporated herein by reference to Post-Effective Amendment No. 1,318, filed February 4, 2015. | |
| (h.6) | Schedule A to the Amended and Restated Securities Lending Agency Agreement is incorporated herein by reference to PEA No. 1,773. | |
| (h.7) | Form of Master Securities Loan Agreement (including forms of Annexes and Schedules thereto) is incorporated herein by reference to Post-Effective Amendment No. 369, filed January 22, 2010. | |
| (h.8) | Sublicense Agreement, dated June 30, 2017, among the Trust, iShares, Inc. and BFA for the BlackRock Index Services LLC Indexes, as that term is defined in the Agreement (“BlackRock Index Services LLC Sublicense Agreement”), is filed herein. | |
| (h.9) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the C&S Indexes, as that term is defined in the Agreement (“C&S Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,512, filed October 21, 2015 (“PEA No. 1,512”). | |
| (h.10) | Exhibit A to the C&S Sublicense Agreement is incorporated herein by reference to PEA No. 1,512. | |
| (h.11) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Dow Jones Indexes, as that term is defined in the Agreement (“Dow Jones Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.12) | Exhibit A to the Dow Jones Sublicense Agreement is incorporated herein by reference to PEA No. 1,512. | |
| (h.13) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Markit iBoxx indexes, as that term is defined in the Agreement (“Markit iBoxx Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.14) | Exhibit A to the Markit iBoxx Sublicense Agreement is incorporated herein by reference to PEA No. 1,512. | |
| (h.15) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Morningstar Indexes, as that term is defined in the Agreement (“Morningstar Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.16) | Exhibit A to the Morningstar Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 1,767, filed June 22, 2017. | |
| (h.17) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the MSCI Indexes, as that term is defined in the Agreement (“MSCI Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.18) | Exhibit A to the MSCI Sublicense Agreement is filed herein. | |
| (h.19) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the NASDAQ indexes, as that term is defined in the Agreement (“NASDAQ Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
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| (h.20) | Exhibit A to the NASDAQ Sublicense Agreement is incorporated herein by reference to PEA No. 1,512. | |
| (h.21) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the Russell Indexes, as that term is defined in the Agreement (“Russell Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.22) | Exhibit A to the Russell Sublicense Agreement is incorporated herein by reference to PEA No. 1,744. | |
| (h.23) | Amended and Restated Sublicense Agreement, dated September 23, 2015, among the Trust, iShares, Inc. and BFA for the S&P Indexes, as that term is defined in the Agreement (“S&P Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512. | |
| (h.24) | Exhibit A to the S&P Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No. 1,732, filed March 27, 2017. | |
| (i) | Not applicable. | |
| (j) | Not applicable. | |
| (k) | Not applicable. | |
| (l.1) | Subscription Agreement, dated April 20, 2000, between the Trust and SEI Investments Distribution Co. is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (“PEA No. 2”). | |
| (l.2) | Letter of Representations, dated April 14, 2000, between the Trust and the Depository Trust Company (“DTC”) is incorporated herein by reference to PEA No. 2. | |
| (l.3) | Amendment of Letter of Representations, dated January 9, 2001, between the Trust and DTC for iShares Nasdaq Biotechnology Index Fund and iShares Cohen & Steers Realty Majors Index Fund is incorporated herein by reference to Post-Effective Amendment No. 11, filed July 2, 2001. | |
| (m) | Not applicable. | |
| (n) | Not applicable. | |
| (o) | Not applicable. | |
| (p.1) | Code of Ethics for Fund Access Persons is incorporated herein by reference to Post-Effective Amendment No. 1,690, filed October 31, 2016 (“PEA No. 1,690”). | |
| (p.2) | BlackRock, Inc. Personal Trading Policy is incorporated herein by reference to Post-Effective Amendment No. 1,151, filed June 19, 2014. | |
| (p.3) | Code of Ethics for BRIL is incorporated herein by reference to Post-Effective Amendment No. 1,621, filed May 10, 2016. | |
| (q.1) | Powers of Attorney, each dated October 15, 2016, for Martin Small, Jane D. Carlin, Mark K. Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito and Jack Gee are incorporated herein by reference to PEA No. 1,690. | |
| (q.2) | Powers of Attorney, each dated June 21, 2017, for Drew E. Lawton and Richard L. Fagnani are incorporated herein by reference to Post-Effective Amendment No. 1,771, filed June 27, 2017 (“PEA No. 1,771”). | |
| (q.3) | Officer’s Certificate is incorporated herein by reference to PEA No. 1,690. | |
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Item 29. Persons Controlled By or Under Common Control with Registrant:
None.
Item 30. Indemnification:
The Trust (also referred to in this section as the “Fund”) is organized as a Delaware statutory trust and is operated pursuant to an Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”). The Declaration of Trust provides that officers and trustees of the Trust shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid in connection with any claim, action, suit, proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer and against amounts paid as incurred in the settlement thereof. This indemnification is subject to the following conditions:
(a) no trustee or officer of the Trust is indemnified against any liability to the Trust or its security holders, as adjudicated by a court or body before which the proceeding was brought, that was the result of any willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office; and
(b) as adjudicated by a court or body before which the proceeding was brought, officers and trustees of the Trust are indemnified only for actions taken in good faith that the officers and trustees reasonably believed were in or not opposed to the best interests of the Trust.
The Declaration of Trust provides that if indemnification is not ordered by a court, indemnification may be authorized by a majority vote of a quorum of the trustees who were not parties to the proceedings or, if this quorum is not obtainable, if directed by a quorum of disinterested trustees, or by independent legal counsel in a written opinion, that the persons to be indemnified have met the applicable standard; provided, however, that any shareholder, by appropriate legal proceedings, may challenge any such determination by the trustees or by independent legal counsel.
Article IX of the Registrant’s Amended and Restated By-Laws provides as follows:
The Amended and Restated By-Laws provides that the Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the trustees would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
1933 Act
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Section 17.1 of the Master Services Agreement between Registrant and State Street provides as follows:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of
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litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Fund’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Fund’s use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Street’s failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.
Section 8.02 of the Distribution Agreement between Registrant and BRIL provides as follows:
The Distribution Agreement provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Trust’s own willful misfeasance, willful misconduct or gross negligence or the Trust’s reckless disregard of its obligations under the Distribution Agreement or (B) the Trust’s material breach of the Distribution Agreement.
The Authorized Participant Agreement provides that the Authorized Participant (the “Participant”) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party”) from and against any loss, liability, cost and expense (including attorneys’ fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to
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comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.
Section 5.1(c) of the Amended and Restated Securities Lending Agency Agreement provides as follows:
The Amended and Restated Securities Lending Agency Agreement provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTC’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.
Item 31. Business and Other Connections of the Investment Adviser:
The Trust is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFA’s business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.
| Director or Officer | Capacity with BFA | Principal Business(es) During Last Two Fiscal Years | ||
| FINK, LAURENCE, DOUGLAS | CHIEF EXECUTIVE OFFICER | Chairman and Chief Executive Officer of BlackRock, Inc. | ||
| GOLDSTEIN, ROBERT, LAWRENCE | CHIEF OPERATING OFFICER AND DIRECTOR | Senior Managing Director and Chief Operating Officer of BlackRock, Inc. | ||
| KAPITO, ROBERT, STEVEN | PRESIDENT | President and Director of BlackRock, Inc. | ||
| MEADE, CHRISTOPHER, JOSEPH | GENERAL COUNSEL AND CHIEF LEGAL OFFICER | Senior Managing Director and Chief Legal Officer of BlackRock, Inc. | ||
| PARK, CHARLES, CHOON SIK | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRock’s registered investment companies | ||
| SHEDLIN, GARY, STEPHEN | CHIEF FINANCIAL OFFICER AND DIRECTOR | Senior Managing Director and Chief Financial Officer of BlackRock Inc. | ||
| WALTCHER, DANIEL, RUSSELL | DIRECTOR | Managing Director and Deputy General Counsel of BlackRock, Inc. | ||
BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.
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| Director or Officer | Capacity with BIL | Principal Business(es) During Last Two Fiscal Years | ||
| BLUMER, DAVID, JAKOB | CHIEF EXECUTIVE OFFICER AND DIRECTOR | Senior Managing Director of BlackRock, Inc. | ||
| CHARRINGTON, NICHOLAS, JAMES | DIRECTOR | Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the “Joint Boards”) | ||
| DAMM, RUDOLF, ANDREW | DIRECTOR | Managing Director of BlackRock, Inc. | ||
| DE FREITAS, ELEANOR, JUDITH | DIRECTOR | Managing Director of BlackRock, Inc. | ||
| FISHWICK, JAMES, EDWARD | DIRECTOR | Managing Director of BlackRock, Inc. | ||
| HALL, NICHOLAS, CHARLES DALTON | DIRECTOR | Non-Executive Director of the Joint Boards | ||
| HANDLING, ERICA, LOUISE | GENERAL COUNSEL | Managing Director of BlackRock, Inc. | ||
| MCMAHON, ENDA, THOMAS | CHIEF COMPLIANCE OFFICER | Managing Director of BlackRock, Inc. | ||
| OLSON, PATRICK, MICHAEL | CHIEF OPERATING OFFICER AND DIRECTOR | Senior Managing Director of BlackRock, Inc. | ||
| THOMSON, COLIN, ROY | CHIEF FINANCIAL OFFICER AND DIRECTOR | Managing Director of BlackRock, Inc. | ||
| YOUNG, MARGARET, ANNE | DIRECTOR | Non-Executive Director of the Joint Boards | ||
| WEBB, RICHARD, MICHAEL | DIRECTOR | Non-Executive Director of the Joint Boards. Non-Executive Director of BlackRock Institutional Trust Company N.A. | ||
Item 32. Principal Underwriters:
| (a) | Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. |
BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:
| BBIF Money Fund | BlackRock Multi-State Municipal Series Trust | |
| BBIF Treasury Fund | BlackRock Municipal Bond Fund, Inc. | |
| BIF Money Fund | BlackRock Municipal Series Trust | |
| BIF Treasury Fund | BlackRock Natural Resources Trust | |
| BlackRock Allocation Target Shares | BlackRock Pacific Fund, Inc. |
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| BlackRock Balanced Capital Fund, Inc. | BlackRock Series Fund, Inc. | |
| BlackRock Basic Value Fund, Inc. | BlackRock Series, Inc. | |
| BlackRock Bond Fund, Inc. | BlackRock Strategic Global Bond Fund, Inc. | |
| BlackRock California Municipal Series Trust | BlackRock Value Opportunities Fund, Inc. | |
| BlackRock Capital Appreciation Fund, Inc. | BlackRock Variable Series Funds, Inc. | |
| BlackRock CoRI Funds | FDP Series, Inc. | |
| BlackRock Emerging Markets Fund, Inc. | Funds For Institutions Series | |
| BlackRock Equity Dividend Fund | iShares, Inc. | |
| BlackRock EuroFund | iShares U.S. ETF Trust | |
| BlackRock Financial Institutions Series Trust | Managed Account Series | |
| BlackRock Focus Growth Fund, Inc. | Master Bond LLC | |
| BlackRock Funds | Master Focus Growth LLC | |
| BlackRock Funds II | Master Institutional Money Market LLC | |
| BlackRock Funds III | Master Investment Portfolio | |
| BlackRock Global Allocation Fund, Inc. | Master Large Cap Series LLC | |
| BlackRock Global SmallCap Fund, Inc. | Master Money LLC | |
| BlackRock Index Funds, Inc. | Master Treasury LLC | |
| BlackRock Large Cap Series Funds, Inc. | Master Value Opportunities LLC | |
| BlackRock Latin America Fund, Inc. | Quantitative Master Series LLC | |
| BlackRock Liquidity Funds | Ready Assets Government Liquidity Fund | |
| BlackRock Long-Horizon Equity Fund | Ready Assets U.S.A. Government Money Fund | |
| BlackRock Master LLC | Ready Assets U.S. Treasury Money Fund | |
| BlackRock Mid Cap Dividend Series, Inc. | Retirement Series Trust |
BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:
BlackRock Floating Rate Income Strategies Fund, Inc. |
BlackRock Health Sciences Trust |
BlackRock Preferred Partners LLC |
BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRock’s open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.
| (b) | Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52nd Street, New York, NY 10055. |
Name | Position(s) and Office(s) with BRIL | Position(s) and Office(s) with Registrant | ||
| Abigail Reynolds | Chief Executive Officer | None | ||
| Christopher Meade | General Counsel | None | ||
| Saurabh Pathak | Chief Financial Officer | None | ||
| James Hamilton | Chief Operating Officer and Director | None | ||
| Gregory Rosta | Chief Compliance Officer | None | ||
| Anne Ackerley | Managing Director | None | ||
| Blair Alleman | Managing Director | None | ||
| Michael Bishopp | Managing Director | None | ||
| Lisa Hill | Managing Director | None | ||
| Diane Lumley | Managing Director | None | ||
| Andrew Dickson | Secretary and Director | None | ||
| Terri Slane | Assistant Secretary and Director | None | ||
| Katrina Gil | Director | None | ||
| Chris Nugent | Director | None | ||
| Lourdes Sanchez | Vice President | None | ||
| Robert Fairbairn | Member, Board of Managers | None | ||
| Salim Ramji | Member, Board of Managers | None | ||
| Richard Prager | Member, Board of Managers | None | ||
| Christopher Vogel | Member, Board of Managers | None |
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| (c) | Not applicable. |
Item 33. Location of Accounts and Records:
| (a) | The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules there under (collectively, the “Records”) at the offices of State Street, 1 Iron Street, Boston, MA 02210. |
| (b) | BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA 94105. |
| (c) | BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540. |
| (d) | State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, North Quincy, MA 02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Iron Street, Boston, MA 02210. |
Item 34. Management Services:
Not applicable.
Item 35. Undertakings:
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 1,782 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 12th day of July, 2017.
| iSHARES TRUST | ||
| By: | ||
| Martin Small* | ||
| President | ||
| Date: | July 12, 2017 | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1,782 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| By: | ||
| Mark K. Wiedman* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| John E. Martinez* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Cecilia H. Herbert* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Charles A. Hurty* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| John E. Kerrigan* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
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| Robert S. Kapito* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Madhav V. Rajan* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Jane D. Carlin* | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Drew E. Lawton** | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| Richard L. Fagnani** | ||
| Trustee | ||
| Date: | July 12, 2017 | |
| /s/ Jack Gee | ||
| Jack Gee* | ||
| Treasurer and Chief Financial Officer | ||
| Date: | July 12, 2017 | |
| /s/ Jack Gee | ||
| * By: | Jack Gee | |
| Attorney-in-fact | ||
| Date: | July 12, 2017 |
| * | Powers of Attorney, each dated October 15, 2016, for Martin Small, Jane D. Carlin, Mark K. Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito and Jack Gee are incorporated herein by reference to PEA No. 1,690. |
| ** | Powers of Attorney, each dated June 21, 2017, for Drew E. Lawton and Richard L. Fagnani are incorporated herein by reference to PEA No. 1,771. |
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| Exhibit Index | ||
| (h.8) | Sublicense Agreement, dated June 30, 2017, among the Trust, iShares, Inc. and BFA for the BlackRock Index Services LLC Indexes. | |
| (h.18) | Exhibit A to the MSCI Sublicense Agreement. | |
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