Exhibit (p.1)
CONFIDENTIAL iShares, Inc. [iShares(TM) LOGO]
iShares Trust
CODE OF ETHICS FOR FUND ACCESS PERSONS
Code of Ethics Adopted Pursuant to Rule 17j-1 Under the Investment Company Act
of 1940
December 1, 2009
I. INTRODUCTION
The purpose of this Code of Ethics (the "Code") is to prevent Access Persons (as
defined below) of a Fund from engaging in any act, practice or course of
business prohibited by paragraph (b) of Rule 17j-1 (the "Rule") under the
Investment Company Act of 1940, as amended (the "1940 Act"). This Code is
required by paragraph (c) of the Rule. A copy of the Rule is attached to this
Code as Appendix 1.
Access Persons (as defined below) of the series issued by iShares, Inc. and
iShares Trust (each a "Fund" and collectively, the "Funds"), in conducting their
personal securities transactions, owe a fiduciary duty to the shareholders of
the Funds. The fundamental standard to be followed in personal securities
transactions is that Access Persons may not take inappropriate advantage of
their positions. All personal securities transactions by Access Persons must be
conducted in such a manner as to avoid any actual or potential conflict of
interest between the Access Person's interest and the interests of the Funds, or
any abuse of an Access Person's position of trust and responsibility. Potential
conflicts arising from personal investment activities could include buying or
selling securities based on knowledge of a Fund's trading position or plans
(sometimes referred to as front-running), and acceptance of personal favors that
could influence trading judgments on behalf of the Fund. While this Code is
designed to address identified conflicts and potential conflicts, it cannot
possibly be written broadly enough to cover all potential situations and, in
this regard, Access Persons are expected to adhere not only to the letter, but
also the spirit, of the policies contained herein.
II. DEFINITION
In order to understand how this Code applies to particular persons and
transactions, familiarity with the key terms and concepts used in this Code is
necessary. Those key terms and concepts are:
1. "Access Person" means any Advisory Person of a Fund. A list of the
Funds' Access Persons is attached as Appendix 2 to this Code and will
be updated from time to time.
2. "Advisory Person" means: (a) any director, officer, general partner or
employee of a Fund or of any company in a control relationship to a
Fund, who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of a "Covered Security" by the Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or sales;
and (b) any natural person in a control relationship to a Fund who
obtains information concerning recommendations made to the Fund with
regard to the purchase or sale of "Covered Securities".
3. "Beneficial Ownership" has the meaning set forth in Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), a copy of which is included as Appendix 3. The determination of
direct or indirect beneficial ownership shall apply to all securities
which an Access Person has or acquires.
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All rights reserved.
CODE OF ETHICS FOR FUND ACCESS PERSONS [iShares(TM) LOGO]
4. "BlackRock" means affiliates of BlackRock, Inc. that act as investment
adviser and sub-adviser to the Funds.
5. "Board" means, collectively, the boards of directors or trustees of
the Funds.
6. "AEITP" means the Advisory Employee Investment Transaction Policy
adopted by BlackRock.
7. "Control" has the meaning set forth in Section 2(a)(9) of the 1940
Act.
8. "Covered Security" has the meaning set forth in Section 2(a)(36) of
the 1940 Act, except that it shall not include: direct obligations of
the U.S. Government; bankers' acceptances, bank certificates of
deposit, commercial paper, and high-quality short-term debt
instruments, including repurchase agreements; and shares issued by
registered open-end investment companies. A high-quality short-term
debt instrument is one with a maturity at issuance of less than 366
days and that is rated in one of the two highest rating categories by
a nationally recognized statistical rating organization.
9. "Independent Director" means a director or trustee of a Fund who is
not an "interested person" of the Fund within the meaning of Section
2(a)(19) of the 1940 Act.
10. "Investment Personnel" of a Fund means: (a) any employee of the Fund
(or of any company in a control relationship to the Fund) who, in
connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale
of securities by the Fund; and (b) any natural person who controls the
Fund and who obtains information concerning recommendations made to
the Fund regarding the purchase or sale of securities by the Fund.
11. "IPO" means an offering of securities registered under the Securities
Act of 1933, (the "1933 Act") the issuer or which, immediately before
the registration, was not subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act.
12. "Limited Offering" means an offering exempt from registration under
the 1933 Act pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506
under the 1933 Act.
13. "Purchase or sale of a Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security.
14. "Automatic Investment Plan" means a program in which regular periodic
purchases (or withdrawals) are made automatically in (or from)
investment accounts in accordance with a predetermined schedule and
allocation. An Automatic Investment Plan includes a dividend
reinvestment plan.
III. RESTRICTIONS APPLICABLE TO DIRECTORS, OFFICERS AND EMPLOYEES OF BLACKROCK
1. All Access Persons of BlackRock's investment advisory companies shall be
subject to the restrictions, limitations and reporting responsibilities set
forth in the AEITP as if fully set forth herein.
2. Persons subject to this Section III shall not be subject to the
restrictions, limitations and reporting responsibilities set forth in
Sections IV. and V. below. In particular, an Access Person of BlackRock's
investment advisory companies need not make a separate report under this
Code to the extent the information would duplicate information required to
be recorded under Rule 204-2(a)(13) under the Investment Advisers Act of
1940, as amended ("Advisers Act").
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IV. PROHIBITIONS; EXEMPTIONS
1. PROHIBITED PURCHASES AND SALES
No Access Person may purchase or sell, directly or indirectly, any Covered
Security in which that Access Person has, or by reason of the transaction
would acquire, any direct or indirect beneficial ownership and which to the
actual knowledge of that Access Person at the time of such purchase or
sale:
A. is being considered for purchase or sale by a Fund; or
B. is being purchased or sold by a Fund.
2. EXEMPTIONS FROM CERTAIN PROHIBITIONS
The prohibited purchase and sale transactions described in IV.1. above do
not apply to the following personal securities transactions:
A. purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
B. purchases or sales which are non-volitional on the part of either
the Access Person or a Fund;
C. purchases which are part of an automatic dividend reinvestment
plan (other than pursuant to a cash purchase plan option);
D. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent the rights were acquired from that issuer, and sales
of the rights so acquired;
E. any purchase or sale, or series of related transactions,
involving 500 shares or less in the aggregate, if the issuer has
a market capitalization (outstanding shares multiplied by the
current price per share) greater than $1 billion;
F. any purchase or sale which the Chief Compliance Officer ("CCO")
of BlackRock, or his designee (as defined in the AEITP), approves
on the grounds that its potential harm to the Fund is remote.
3. PROHIBITED RECOMMENDATIONS
An Access Person may not recommend the purchase or sale of any Covered
Security to or for a Fund without having disclosed his or her interest, if
any, in such security or the issuer thereof, including without limitation:
A. any direct or indirect beneficial ownership of any Covered
Security of such issuer, including any Covered Security received
in a private securities transaction;
B. any contemplated purchase or sale by such person of a Covered
Security;
C. any position with such issuer or its affiliates; or
D. any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such
person has a significant interest.
4. PRE-APPROVAL OF INVESTMENTS IN INITIAL PUBLIC OFFERINGS OR LIMITED
OFFERINGS
No Investment Personnel shall purchase any security (including, but not
limited to, any Covered Security) issued in an initial public offering
("IPO") or a Limited Offering unless an
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officer of a Fund approves the transaction in advance. The CCO of the Funds
shall maintain a written record of any decisions to permit these
transactions, along with the reasons supporting the decision.
V. REPORTING
1. INITIAL HOLDINGS REPORTS
No later than ten days after a person becomes an Access Person, he or she
must report to a Fund the following information (which information must be
current as of a date no more than 45 days prior to the date the person
becomes an Access Person):
A. the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
B. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
C. the date that the report is submitted by the Access Person.
2. QUARTERLY REPORTING
A. Every Access Person shall either report to each Fund the
information described in paragraphs B and C below with respect to
transactions in any Covered Security in which the Access Person
has, or by reason of the transaction acquires, any direct or
indirect beneficial ownership in the security or, in the
alternative, make the representation in paragraph D below.
B. Every report shall be made not later than 30 days after the end
of the calendar quarter in which the transaction to which the
report relates was effected and shall contain the following
information:
(1) the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and
the principal amount of each Covered Security involved;
(2) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(3) the price at which the transaction was effected;
(4) the name of the broker, dealer or bank with or through whom
the transaction was effected;
(5) the date that the report is submitted by the Access Person;
and
(6) a description of any factors potentially relevant to an
analysis of whether the Access Person may have a conflict of
interest with respect to the transaction, including the
existence of any substantial economic relationship between
the transaction and securities held or to be acquired by a
Fund.
C. With respect to any account established by the Access Person in
which any securities were held during the quarter for the direct
or indirect benefit of the Access Person, no later than 30 days
after the end of a calendar quarter, an Access Person shall
provide a report to each Fund containing the following
information:
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(1) the name of the broker, dealer or bank with whom the Access
Person established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the Access Person.
D. If no transactions were conducted by an Access Person during a
calendar quarter that are subject to the reporting requirements
described above, such Access Person shall, not later than 30 days
after the end of that calendar quarter, provide a written
representation to that effect to the Funds.
3. ANNUAL REPORTING
A. Every Access Person shall report to each Fund the information
described in paragraph B below with respect to transactions in
any Covered Security in which the Access Person has, or by reason
of the transaction acquires, any direct or indirect beneficial
ownership in the security.
B. Annually, the following information (which information must be
current as of a date no more than 45 days before the report is
submitted):
(1) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership;
(2) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person; and
(3) the date that the report is submitted by the Access Person.
4. EXCEPTIONS TO REPORTING REQUIREMENTS
A. An Access Person is not required to make a report otherwise
required under Sections V.1., V.2. and V.3. above with respect to
any transaction effected for any account over which the Access
Person does not have any direct or indirect influence or control;
provided, however, that if the Access Person is relying upon the
provisions of this Section 4(A) to avoid making such a report,
the Access Person shall, not later than 30 days after the end of
each calendar quarter, identify any such account in writing and
certify in writing that he or she had no direct or indirect
influence over any such account.
B. An Access Person is not required to make a report otherwise
required under Section V.2. above with respect to transactions
effected pursuant to an Automatic Investment Plan.
C. An Independent Director of a Fund who would be required to make a
report pursuant to Sections V.1., V.2. and V.3. above, solely by
reason of being a director of the Fund, is not required to make
an initial holdings report under Section V.1. above and an annual
report under Section V.3. above, and is only required to make a
quarterly report under Section V.2. above if the Independent
Director, at the time of the transaction, knew or, in the
ordinary course of fulfilling the Independent Director's official
duties as a director of the Fund, should have known that: (a) the
Fund has engaged in a transaction in the same security within the
last 15 days or is engaging or going to engage in a transaction
in the same security within the next 15 days; or (b) the Fund or
BlackRock has within the last 15 days considered a transaction in
the same security or is considering a transaction in the same
security or within the next 15 days is going to consider a
transaction in the same security.
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5. ANNUAL CERTIFICATION
A. All Access Persons are required to certify that they have read
and understand this Code and recognize that they are subject to
the provisions hereof and will comply with the policy and
procedures stated herein. Further, all Access Persons are
required to certify annually that they have complied with the
requirements of this Code and that they have reported all
personal securities transactions required to be disclosed or
reported pursuant to the requirements of such policies. A copy of
the certification form to be used in complying with this Section
V.5.A. is attached to this Code as Appendix 4.
B. Each Fund and BlackRock shall prepare an annual report to the
Board to be presented to the Board each year and which shall:
(1) summarize existing procedures concerning personal investing,
including preclearance policies and the monitoring of
personal investment activity after preclearance has been
granted, and any changes in the procedures during the past
year;
(2) describe any issues arising under this Code or procedures
since the last report to the Board including, but not
limited to, information about any material violations of
this Code or procedures and the sanctions imposed during the
past year;
(3) identify any recommended changes in existing restrictions or
procedures based upon experience under this Code, evolving
industry practice or developments in applicable laws and
regulations;
(4) contain such other information, observations and
recommendations as deemed relevant by such Fund and
BlackRock; and
(5) certify that such Fund and BlackRock have adopted this Code
with procedures reasonably necessary to prevent Access
Persons from violating the provisions of Rule 17j-1(b) or
this Code.
6. NOTIFICATION OF REPORTING OBLIGATION AND REVIEW OF REPORTS
Each Access Person shall receive a copy of this Code and be notified of his
or her reporting obligations. All reports shall be promptly submitted upon
completion to the Funds' CCO who shall review such reports.
7. MISCELLANEOUS
Any report under this Code may contain a statement that the report shall
not be construed as an admission by the person making the report that the
person has any direct or indirect beneficial ownership in the securities to
which the report relates.
VI. RECORDKEEPING REQUIREMENTS
Each Fund shall maintain, at its principal place of business, records in the
manner and to the extent set out below, which records shall be available for
examination by representatives of the Securities and Exchange Commission (the
"SEC").
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1. As long as this policy is in effect, a copy of it (and any version
thereof that was in effect within the past five years) shall be
preserved in an easily accessible place.
2. The following records must be maintained in an easily accessible place
for five years after the end of the fiscal year in which the event
took place:
A. a record of any violation of this Code, and of any action taken
as a result of the violation;
B. a record of all persons, currently or within the past five years,
who are or were required to make reports under Section IV., or
who are or were responsible for reviewing these reports; and
C. a record of any decision, and the reasons supporting the
decision, to approve the acquisition by investment personnel of
securities under Section IV.4.
3. The following records must be maintained for five years after the end
of the fiscal year in which the event took place, the first two years
in an appropriate and easily accessible place:
A. a copy of each report made by an Access Person pursuant to this
Code; and
B. a copy of each annual report submitted by each Fund and BlackRock
to the Board.
VII. CONFIDENTIALITY
No Access Person shall reveal to any other person (except in the normal course
of his or her duties on behalf of a Fund) any information regarding securities
transactions by a Fund or consideration by a Fund or BlackRock of any such
securities transaction.
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder will
be made available to the SEC or any other regulatory or self-regulatory
organization to the extent required by law or regulation.
VIII. SANCTIONS
Upon discovering a violation of this Code, the Board may impose any sanctions it
deems appropriate, including a letter of censure, the suspension or termination
of any trustee, officer or employee of a Fund, or the recommendation to the
employer of the violator of the suspension or termination of the employment of
the violator.
HISTORY
Original: June 14, 2005
Revisions: December 1, 2009
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Appendix 1:
1940 Act Rule 17j-1
a. DEFINITIONS. For purposes of this section:
1. Access Person means:
i. Any Advisory Person of a Fund or of a Fund's investment
adviser. If an investment adviser's primary business is
advising Funds or other advisory clients, all of the
investment adviser's directors, officers, and general
partners are presumed to be Access Persons of any Fund
advised by the investment adviser. All of a Fund's
directors, officers, and general partners are presumed to be
Access Persons of the Fund.
A. If an investment adviser is primarily engaged in a
business or businesses other than advising Funds or
other advisory clients, the term Access Person means
any director, officer, general partner or Advisory
Person of the investment adviser who, with respect to
any Fund, makes any recommendation, participates in the
determination of which recommendation will be made, or
whose principal function or duties relate to the
determination of which recommendation will be made, or
who, in connection with his or her duties, obtains any
information concerning recommendations on Covered
Securities being made by the investment adviser to any
Fund.
B. An investment adviser is "primarily engaged in a
business or businesses other than advising Funds or
other advisory clients" if, for each of its most recent
three fiscal years or for the period of time since its
organization, whichever is less, the investment adviser
derived, on an unconsolidated basis, more than 50
percent of its total sales and revenues and more than
50 percent of its income (or loss), before income taxes
and extraordinary items, from the other business or
businesses.
ii. Any director, officer or general partner of a principal
underwriter who, in the ordinary course of business, makes,
participates in or obtains information regarding, the
purchase or sale of Covered Securities by the Fund for which
the principal underwriter acts, or whose functions or duties
in the ordinary course of business relate to the making of
any recommendation to the Fund regarding the purchase or
sale of Covered Securities.
2. Advisory Person of a Fund or of a Fund's investment adviser
means:
i. Any director, officer, general partner or employee of the
Fund or investment advisor (or of any company in a control
relationship to the Fund or investment advisor) who, in
connection with his or her regular functions or duties,
makes, participates, in or obtains information regarding,
the purchase or sale of Covered Securities by a Fund, or
whose functions relate to the making of any recommendations
with respect to such purchases or sales; and
ii. Any natural person in a control relationship to the Fund or
investment adviser who obtains information concerning
recommendations made to the Fund with regard to the purchase
or sale of Covered Securities by the Fund.
3. Control has the same meaning as in section 2(a)(9) of the Act.
4. Covered Security means a security as defined in section 2(a)(36)
of the Act, except that it does not include:
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i. Direct obligations of the Government of the United States;
ii. Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
iii. Shares issued by open-end Funds.
5. Fund means an investment company registered under the Investment
Company Act.
6. An Initial Public Offering means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the
reporting requirements of sections 13 or 15(d) of the Securities
Exchange Act of 1934.
7. Investment Personnel of a Fund or of a Fund's investment adviser
means:
i. Any employee of the Fund or investment adviser (or of any
company in a control relationship to the Fund or investment
adviser) who, in connection with his or her regular
functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities
by the Fund.
ii. Any natural person who controls the Fund or investment
adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
8. A Limited Offering means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section
4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule
506 under the Securities Act of 1933.
9. Purchase or sale of a Covered Security includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
10. Security Held or to be Acquired by a Fund means:
i. Any Covered Security which, within the most recent 15 days:
A. Is or has been held by the Fund; or
B. Is being or has been considered by the Fund or its
investment adviser for purchase by the Fund; and
ii. Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in
paragraph (a)(10)(i) of this section.
11. Automatic Investment Plan means a program in which regular
periodic purchases (or withdrawals) are made automatically in (or
from) investment accounts in accordance with a predetermined
schedule and allocation. An Automatic Investment Plan includes a
dividend reinvestment plan.
B. UNLAWFUL ACTIONS. It is unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an
investment adviser of or principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the
person of a Security Held or to be Acquired by the Fund:
1. To employ any device, scheme or artifice to defraud the Fund;
2. To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
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4. To engage in any manipulative practice with respect to the Fund.
C. CODE OF ETHICS.
1. Adoption and Approval of Code of Ethics.
i. Every Fund (other than a money market fund or a Fund that
does not invest in Covered Securities) and each investment
adviser of and principal underwriter for the Fund, must
adopt a written code of ethics containing provisions
reasonably necessary to prevent its Access Persons from
engaging in any conduct prohibited by paragraph (b) of this
section.
ii. The board of directors of a Fund, including a majority of
directors who are not interested persons, must approve the
code of ethics of the Fund, the code of ethics of each
investment adviser and principal underwriter of the Fund,
and any material changes to these codes. The board must base
its approval of a code and any material changes to the code
on a determination that the code contains provisions
reasonably necessary to prevent Access Persons from engaging
in any conduct prohibited by paragraph (b) of this section.
Before approving a code of a Fund, investment adviser or
principal underwriter or any amendment to the code, the
board of directors must receive a certification from the
Fund, investment adviser or principal underwriter that it
has adopted procedures reasonably necessary to prevent
Access Persons from violating the Funds, investment
adviser's, or principal underwriter's code of ethics. The
Fund's board must approve the code of an investment adviser
or principal underwriter before initially retaining the
services of the investment adviser or principal underwriter.
The Fund's board must approve a material change to a code no
later than six months after adoption of the material change.
iii. If a Fund is a unit investment trust, the Fund's principal
underwriter or depositor must approve the Fund's code of
ethics, as required by paragraph (c)(1)(ii) of this section.
If the Fund has more than one principal underwriter or
depositor, the principal underwriters and depositors may
designate, in writing, which principal underwriter or
depositor must conduct the approval required by paragraph
(c)(1)(ii) of this section, if they obtain written consent
from the designated principal underwriter or depositor.
2. Administration of Code of Ethics.
i. The Fund, investment adviser and principal underwriter must
use reasonable diligence and institute procedures reasonably
necessary to prevent violations of its code of ethics.
ii. No less frequently than annually, every Fund (other than a
unit investment trust) and its investment advisers and
principal underwriters must furnish to the Fund's board of
directors, and the board of directors must consider, a
written report that:
A. Describes any issues arising under the code of ethics
or procedures since the last report to the board of
directors, including, but not limited to, information
about material violations of the code or procedures and
sanctions imposed in response to the material
violations; and
B. Certifies that the Fund, investment adviser or
principal underwriter, as applicable, has adopted
procedures reasonably necessary to prevent Access
Persons from violating the code.
3. Exception for Principal Underwriters. The requirements of
paragraphs (c)(1) and (c)(2) of this section do not apply to any
principal underwriter unless:
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i. The principal underwriter is an affiliated person of the
Fund or of the Fund's investment adviser; or
ii. An officer, director or general partner of the principal
underwriter serves as an officer, director or general
partner of the Fund or of the Fund's investment adviser.
d. REPORTING REQUIREMENTS OF ACCESS PERSONS.
1. Reports Required. Unless excepted by paragraph (d)(2) of this
section, every Access Person of a Fund (other than a money market
fund or a Fund that does not invest in Covered Securities) and
every Access Person of an investment adviser of or principal
underwriter for the Fund, must report to that Fund, investment
adviser or principal underwriter:
i. Initial Holdings Reports. No later than 10 days after the
person becomes an Access Person (which information must be
current as of a date no more than 45 days prior to the date
the person becomes an Access Person):
A. The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
B. The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect benefit
of the Access Person as of the date the person became
an Access Person; and
C. The date that the report is submitted by the Access
Person.
ii. Quarterly Transaction Reports. No later than 30 days after
the end of a calendar quarter, the following information:
A. With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any
direct or indirect beneficial ownership:
(1) The date of the transaction, the title, the
interest rate and maturity date (if applicable),
the number of shares and the principal amount of
each Covered Security involved;
(2) The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
(3) The price of the Covered Security at which the
transaction was effected;
(4) The name of the broker, dealer or bank with or
through which the transaction was effected; and
(5) The date that the report is submitted by the
Access Person.
B. With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
(1) The name of the broker, dealer or bank with whom
the Access Person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the
Access Person.
iii. Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than
45 days before the report is submitted):
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A. The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
B. The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect benefit
of the Access Person; and
C. The date that the report is submitted by the Access
Person.
2. Exceptions from Reporting Requirements.
i. A person need not make a report under paragraph (d)(1) of
this section with respect to transactions effected for, and
Covered Securities held in, any account over which the
person has no direct or indirect influence or control.
ii. A director of a Fund who is not an "interested person" of
the Fund within the meaning of section 2(a)(19) of the Act,
and who would be required to make a report solely by reason
of being a Fund director, need not make:
A. An initial holdings report under paragraph (d)(1)(i) of
this section and an annual holdings report under
paragraph (d)(1)(iii) of this section; and
B. A quarterly transaction report under paragraph
(d)(1)(ii) of this section, unless the director knew
or, in the ordinary course of fulfilling his or her
official duties as a Fund director, should have known
that during the 15-day period immediately before or
after the director's transaction in a Covered Security,
the Fund purchased or sold the Covered Security, or the
Fund or its investment adviser considered purchasing or
selling the Covered Security.
iii. An Access Person to a Fund's principal underwriter need not
make a report to the principal underwriter under paragraph
(d)(1) of this section if:
A. The principal underwriter is not an affiliated person
of the Fund (unless the Fund is a unit investment
trust) or any investment adviser of the Fund; and
B. The principal underwriter has no officer, director or
general partner who serves as an officer, director or
general partner of the Fund or of any investment
adviser of the Fund.
iv. An Access Person to an investment adviser need not make a
separate report to the investment adviser under paragraph
(d)(1) of this section to the extent the information in the
report would duplicate information required to be recorded
under under Rule 275.204-2(a)(13) of this chapter.
v. An Access Person need not make a quarterly transaction
report under paragraph (d)(1)(ii) of this section if the
report would duplicate information contained in broker trade
confirmations or account statements received by the Fund,
investment adviser or principal underwriter with respect to
the Access Person in the time period required by paragraph
(d)(1)(ii), if all of the information required by that
paragraph is contained in the broker trade confirmations or
account statements, or in the records of the Fund,
investment adviser or principal underwriter.
vi. An Access Person need not make a quarterly transaction
report under paragraph (d)(1)(ii) of this section with
respect to transactions effected pursuant to an Automatic
Investment Plan.
3. Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by paragraph
(d)(1) of this section must institute procedures by which
appropriate management or compliance personnel review these
reports.
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4. Notification of Reporting Obligation. Each Fund, investment
adviser and principal underwriter to which reports are required
to be made by paragraph (d)(1) of this section must identify all
Access Persons who are required to make these reports and must
inform those Access Persons of their reporting obligation.
5. Beneficial Ownership. For purposes of this section, beneficial
ownership is interpreted in the same manner as it would be under
Rule 16a-1(a)(2) of this chapter in determining whether a person
is the beneficial owner of a security for purposes of section 16
of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. Any report required by paragraph (d) of
this section may contain a statement that the report will not be
construed as an admission that the person making the report has
any direct or indirect beneficial ownership in the Covered
Security to which the report relates.
e. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS. Investment
Personnel of a Fund or its investment adviser must obtain approval
from the Fund or the Fund's investment adviser before directly or
indirectly acquiring beneficial ownership in any securities in an
Initial Public Offering or in a Limited Offering.
f. RECORDKEEPING REQUIREMENTS.
1. Each Fund, investment adviser and principal underwriter that is
required to adopt a code of ethics or to which reports are
required to be made by Access Persons must, at its principal
place of business, maintain records in the manner and to the
extent set out in this paragraph (f), and must make these records
available to the Commission or any representative of the
Commission at any time and from time to time for reasonable
periodic, special or other examination:
A. A copy of each code of ethics for the organization that
is in effect, or at any time within the past five years
was in effect, must be maintained in an easily
accessible place;
B. A record of any violation of the code of ethics, and of
any action taken as a result of the violation, must be
maintained in an easily accessible place for at least
five years after the end of the fiscal year in which
the violation occurs;
C. A copy of each report made by an Access Person as
required by this section, including any information
provided in lieu of the reports under paragraph
(d)(2)(v) of this section, must be maintained for at
least five years after the end of the fiscal year in
which the report is made or the information is
provided, the first two years in an easily accessible
place;
D. A record of all persons, currently or within the past
five years, who are or were required to make reports
under paragraph (d) of this section, or who are or were
responsible for reviewing these reports, must be
maintained in an easily accessible place; and
E. A copy of each report required by paragraph (c)(2)(ii)
of this section must be maintained for at least five
years after the end of the fiscal year in which it is
made, the first two years in an easily accessible
place.
2. A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve the
acquisition by investment personnel of securities under paragraph
(e), for at least five years after the end of the fiscal year in
which the approval is granted.
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Appendix 2
Access Persons
The following are "Access Persons" for purposes of the foregoing Code of Ethics:
Name
NAME TITLE
- ------------------------------------- ---------------------------------------
Each Director/Trustee of the Funds
Each Officer of the Funds
The Portfolio Managers of the Funds
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Appendix 3:
Exchange Act Rule 16a-1(a)(2)
Other than for purposes of determining whether a person is a beneficial owner of
more than ten percent of any class of equity securities registered under Section
12 of the Act, the term beneficial owner shall mean any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary interest in the equity
securities, subject to the following:
i. The term pecuniary interest in any class of equity securities shall
mean the opportunity, directly or indirectly, to profit or share in
any profit derived from a transaction in the subject securities.
ii. The term indirect pecuniary interest in any class of equity securities
shall include, but not be limited to:
A. Securities held by members of a person's immediate family
sharing the same household; provided, however, that the
presumption of such beneficial ownership may be rebutted;
see also Rule 16a-1(a)(4);
B. A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The
general partner's proportionate interest, as evidenced by
the partnership agreement in effect at the time of the
transaction and the partnership's most recent financial
statements, shall be the greater of:
1. The general partner's share of the partnership's
profits, including profits attributed to any
limited partnership interests held by the general
partner and any other interests in profits that
arise from the purchase and sale of the
partnership's portfolio securities; or
2. The general partner's share of the partnership
capital account, including the share attributable
to any limited partnership interest held by the
general partner.
C. A performance-related fee, other than an asset-based fee,
received by any broker, dealer, bank, insurance company,
investment company, investment adviser, investment manager,
trustee or person or entity performing a similar function;
provided, however, that no pecuniary interest shall be
present where:
1. The performance-related fee, regardless of when
payable, is calculated based upon net capital
gains and/or net capital appreciation generated
from the portfolio or from the fiduciary's overall
performance over a period of one year or more; and
2. Equity securities of the issuer do not account for
more than ten percent of the market value of the
portfolio. A right to a nonperformance-related fee
alone shall not represent a pecuniary interest in
the securities;
D. A person's right to dividends that is separated or separable
from the underlying securities. Otherwise, a right to
dividends alone shall not represent a pecuniary interest in
the securities;
E. A person's interest in securities held by a trust, as
specified in Rule 16a-8(b); and
F. A person's right to acquire equity securities through the
exercise or conversion of any derivative security, whether
or not presently exercisable.
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iii. A shareholder shall not be deemed to have a pecuniary interest in the
portfolio securities held by a corporation or similar entity in which
the person owns securities if the shareholder is not a controlling
shareholder of the entity and does not have or share investment
control over the entity's portfolio.
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Appendix 4:
Annual Certification Form
This is to certify that I have read and understand the Code of Ethics of the
Funds and that I recognize that I am subject to the provisions thereof and will
comply with the policy and procedures stated therein.
This is to further certify that I have complied with the requirements of such
Code of Ethics and that I have reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of such Code
of Ethics.
Please sign your name here:
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Please print your name here:
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Please date here:
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Please sign two copies of this Certification Form, return one copy to Mr.
Charles Park, c/o BlackRock, 400 Howard Street, San Francisco, CA 94105, and
retain the other copy, together with a copy of the Code of Ethics, for your
records.
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