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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/01/14 iSHARES TRUST POS EX 10/01/14 7:393K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: POS EX Form POS EX for Ishares Trust HTML 86K
5: EX-99.(12) Tax Opinion and Consent of Willkie Farr & HTML 17K
Gallagher LLP, Tax Counsel for the Reg
6: EX-99.(13)(B) Exhibit A to the Master Services Agreement. HTML 23K
7: EX-99.(13)(F) Schedule A to the Amended and Restated HTML 34K
Securities Lending Agency Agreement.
2: EX-99.(6)(B) Schedule A to the Investment Advisory Agreement HTML 71K
Between the Trust and Bfa.
3: EX-99.(6)(C) Schedule A to the Investment Advisory Agreement HTML 24K
Between Ishares, Inc. and Bfa.
4: EX-99.(7)(B) Exhibit A to the Distribution Agreement. HTML 19K
| Form POS EX for iShares Trust |
As filed with the U.S. Securities and Exchange Commission on October 1, 2014
Securities Act File No. 333-197351
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM N-14 | ||||
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
||||
| Pre-Effective Amendment No. | ¨ | |||
| Post-Effective Amendment No. 2 | x | |||
| (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
(Address of Principal Executive Office)(Zip Code)
Registrant’s Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Company
1209 Orange Street
(Name and Address of Agent for Service)
With Copies to:
| MARGERY K. NEALE, ESQ. | EDWARD BAER, ESQ. | |
| WILLKIE FARR & GALLAGHER LLP |
BLACKROCK FUND ADVISORS | |
| 787 SEVENTH AVENUE | 400 HOWARD STREET | |
| NEW YORK, NY 10019-6099 | 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-14 (File No. 333-197351) (the “Registration Statement”). Items 1-14 of Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 filed on August 11, 2014 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
iShares Trust
Securities Act File No. 333-197351
Part C
Other Information
PEA # 2
Item 15. 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 (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, or 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 or 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.
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.
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any 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 “Company Indemnified Parties”) from and against any and all losses to which the Company Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Company by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the 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 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.
The Amended and Restated Securities Lending Agency Agreement provides that BTC shall indemnify and hold harmless each client, Lender, 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.
Insofar as indemnification for liabilities arising under the 1940 Act may be permitted to directors, officers and controlling persons of the Trust pursuant to foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for Fund 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 Trust 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 of whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue.
| Item 16. Exhibits |
| (1)(a) | Restated Certificate of Trust, dated September 13, 2006, is incorporated herein by reference to Post-Effective Amendment No. 53 to the Trust’s Registration Statement on Form N-1A, filed September 19, 2006. | |
| (b) | Amended and Restated Agreement and Declaration of Trust, dated September 17, 2009, is incorporated herein by reference to Post-Effective Amendment No. 303 to the Trust’s Registration Statement on Form N-1A, filed October 16, 2009. | |
| (2) | Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 418 to the Trust’s Registration Statement on Form N-1A, filed May 4, 2010. | |
| (3) | None. | |
| (4) | Form of Agreement and Plan of Reorganization is included at Appendix II of the Registration Statement on Form N-14. | |
| (5) | Instruments Defining Rights of Shareholders – Incorporated herein by reference to Exhibit (1) above. | |
| (6)(a) | Investment Advisory Agreement, dated December 1, 2009, between the Trust and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to Post-Effective Amendment No. 354 to the Trust’s Registration Statement on Form N-1A, filed December 28, 2009. | |
| (b) | Schedule A to the Investment Advisory Agreement between the Trust and BFA is filed herein. | |
| (c) | Schedule A to the Investment Advisory Agreement between iShares, Inc. and BFA is filed herein. | |
| (d) | Schedule A to the Investment Advisory Agreement between iShares MSCI Russia Capped ETF, Inc. and BFA is incorporated herein by reference to Post-Effective Amendment No. 841 to the Trust’s Registration Statement on Form N-1A, filed February 22, 2013. | |
| (e) | 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 to the Trust’s Registration Statement on Form N-1A, filed March 24, 2011. | |
| (f) | Schedule A to the Master Advisory Fee Waiver Agreement to be filed by amendment. | |
| (g) | Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 773 to the Trust’s Registration Statement on Form N-1A, filed October 15, 2012. | |
| (h) | Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited is incorporated herein by reference to Post-Effective Amendment No. 529 to the Trust’s Registration Statement on Form N-1A, filed April 21, 2011. | |
| (i) | Appendix A to the Sub-Advisory Agreement is incorporated herein by reference to Post-Effective Amendment No. 1,060 to the Trust’s Registration Statement on Form N-1A, filed February 28, 2014 (“PEA No. 1,060”). | |
| (7)(a) | 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 to the Trust’s Registration Statement on Form N-1A, filed July 10, 2013. | |
| (b) | Exhibit A to the Distribution Agreement is filed herein. | |
| (8) | Not applicable. | |
| (9) | Service Module for Custodial Services, dated April 21, 2011, is incorporated herein by reference to Post-Effective Amendment No. 573 to the Trust’s Registration Statement on Form N-1A, filed August 19, 2011 (“PEA No. 573”). | |
| (10) | Not applicable. | |
| (11) | Legal Opinion and Consent of Richards, Layton & Finger, P.A. is incorporated herein by reference to the Trust’s Registration Statement on Form N-14, filed July 10, 2014. | |
| (12) | Tax opinion and consent of Willkie Farr & Gallagher LLP, tax counsel for the Registrant, is filed herein. | |
| (13)(a) | 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 to the Trust’s Registration Statement on Form N-1A, filed June 27, 2011. | |
| (b) | Exhibit A to the Master Services Agreement is filed herein. | |
| (c) | Service Module for Fund Administration and Accounting Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 573. | |
| (d) | Service Module for Transfer Agency Services, dated April 21, 2011, is incorporated herein by reference to PEA No. 573. | |
| (e) | Amended and Restated Securities Lending Agency Agreement, dated January 1, 2014, 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”)1 is incorporated herein by reference to PEA No. 1,060. | |
| (f) | Schedule A to the Amended and Restated Securities Lending Agency Agreement is filed herein. | |
| (g) | Form of Master Securities Loan Agreement (including forms of Annexes, Schedule and Appendix thereto) is incorporated herein by reference to Post-Effective Amendment No. 369 to the Trust’s Registration Statement on Form N-1A, filed January 22, 2010. | |
| (h) | Sublicense Agreement, dated April 25, 2000, between BTC1 and the Trust for iShares S&P Funds is incorporated herein by reference to Post-Effective Amendment No. 2 to the
Trust’s Registration Statement on Form N-1A, filed May 12, 2000 (“PEA No. 2”). | |
| (i) | Amendment to Sublicense Agreement between BTC1 and the Trust for the iShares S&P Funds is incorporated herein by reference to Post-Effective Amendment No. 459 to the
Trust’s Registration Statement on Form N-1A, filed July 29, 2010 (“PEA No. 459”). | |
| (j) | Sublicense Agreement, dated April 25, 2000, between BTC1 and the Trust for iShares Dow Jones Funds is incorporated herein by reference to Post-Effective Amendment No. 37 to the
Trust’s Registration Statement on Form N-1A, filed June 6, 2005 (“PEA No. 37”). | |
| (k) | Exhibit A to the Sublicense Agreement, dated April 1, 2006, between BTC1 and the Trust for iShares Dow Jones Funds is incorporated herein by reference to Post-Effective Amendment No. 43 to the Trust’s Registration Statement on Form N-1A, filed April 17, 2006. | |
| (l) | Sublicense Agreement between BTC1 and the Trust for iShares Dow Jones Funds to be filed by amendment. | |
| (m) | Sublicense Agreement, dated April 25, 2000, between BTC1 and the Trust for iShares Russell Funds is incorporated herein by reference to PEA No. 37. | |
| (n) | Amendment to Sublicense Agreement between BTC1 and the Trust for iShares Russell Funds is incorporated herein by reference to PEA No. 459. | |
| (o) | Sublicense Agreement between BTC1 and the Trust for the iShares MSCI Funds is incorporated herein by reference to Post-Effective Amendment No. 10 to the Trust’s Registration Statement on Form N-1A, filed June 1, 2001. | |
| (p) | Amendment to Sublicense Agreement between BTC1 and the Trust for the iShares MSCI Funds is incorporated herein by reference to Post-Effective Amendment No. 491 to the Trust’s
Registration Statement on Form N-1A, filed December 20, 2010 (“PEA No. 491”). | |
| (q) | Sublicense Agreement between BTC1 and the Trust for iShares Nasdaq Biotechnology Index Fund is incorporated herein by reference to Post-Effective Amendment No. 13 to the Trust’s Registration Statement on Form N-1A, filed July 31, 2001. | |
| (r) | Sublicense Agreement, dated June 1, 2002, between BTC1 and the Trust for Barclays Capital Funds is incorporated herein by reference to Post-Effective Amendment No. 16 to the Trust’s Registration Statement on Form N-1A, filed July 31, 2002. | |
| (s) | Sublicense Agreement, dated October 30, 2007, between BTC1 and the Trust for iShares iBoxx $ High Yield Corporate Bond Fund and iShares iBoxx $ Investment Grade Corporate Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 114 to the Trust’s Registration Statement on Form N-1A, filed November 9, 2007 (“PEA No. 114”). | |
| (t) | Sublicense Agreement, dated January 1, 2001, between BTC1 and the Trust for iShares Cohen & Steers Realty Majors Index Fund is incorporated herein by reference to PEA No. 37. | |
| (u) | Sublicense Agreement, dated October 1, 2003, between BTC1 and the Trust for iShares Dow Jones Transportation Average Index Fund and iShares Dow Jones Select Dividend Index Fund is incorporated herein by reference to PEA No. 37. | |
| (v) | Sublicense Agreement, dated March 4, 2004, between BTC1 and the Trust for iShares NYSE 100 Index Fund and iShares NYSE Composite Index Fund is incorporated herein by reference to PEA No. 37. | |
| (w) | Sublicense Agreement, dated March 1, 2004, between BTC1 and the Trust for iShares FTSE/Xinhua China 25 Index Fund is incorporated herein by reference to PEA No. 37. | |
| (x) | Sublicense Agreement, dated April 1, 2004, between BTC1 and the Trust for iShares Morningstar Funds is incorporated herein by reference to PEA No. 37. | |
| (y) | Sublicense Agreement, dated September 16, 2004, between BTC1 and the Trust for iShares KLD Select SocialSM Index Fund is incorporated herein by reference to PEA No. 37. | |
| (z) | Exhibit A to the Sublicense Agreement between BTC1 and the Trust for iShares KLD 400 Social Index Fund is incorporated herein by reference to PEA No. 114. | |
| (aa) | Amendment to Sublicense Agreement between BTC1 and the Trust for iShares Barclays Capital Funds is incorporated herein by reference to PEA No. 491. | |
| (bb) | Exhibit A to the Sublicense Agreement between BTC1 and the Trust for iShares Dow Jones EPAC Select Dividend Index Fund is incorporated herein by reference to Post-Effective Amendment No. 93 to the Trust’s Registration Statement on Form N-1A, filed July 30, 2007. | |
| (cc) | Sublicense Agreement, dated October 30, 2007, between BTC1 and the Trust for FTSE/NAREIT Funds is incorporated herein by reference to PEA No. 114. | |
| (dd) | Amendment to Sublicense Agreement between BTC1 and the Trust for FTSE/NAREIT Funds to be filed by amendment. | |
| (ee) | Sublicense Agreement, dated September 19, 2007, between BTC1 and the Trust for iShares JPMorgan USD Emerging Markets Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 101 to the Trust’s Registration Statement on Form N-1A, filed September 27, 2007. | |
| (ff) | Sublicense Agreement, dated December 8, 2009, between BTC and the Trust for BofA Merrill Lynch Funds is incorporated herein by reference to Post-Effective Amendment No. 444 to the Trust’s Registration Statement
on Form N-1A, filed June 28, 2010. | |
| (gg) | Amendment to Sublicense Agreement between BTC and the Trust for BofA Merrill Lynch Funds is incorporated herein by reference to Post-Effective Amendment No. 537 to the Trust’s Registration Statement on Form N-1A, filed May 16, 2011. | |
| (14) | Consent of PricewaterhouseCoopers LLP is incorporated herein by reference to Post-Effective Amendment No. 1 to the Trust’s Registration Statement on N-14, filed August 11, 2014. | |
| (15) | Not applicable. | |
| (16) | Powers of Attorney, each dated December 31, 2013, for Manish Mehta, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, George G.C. Parker, John E. Martinez, Madhav V. Rajan, Jack Gee and Robert S. Kapito are incorporated herein by reference to Post-Effective Amendment No. 1,021 to the Trust’s Registration Statement on Form N-1A, filed January 10, 2014 (“PEA No. 1,021”). | |
| (17)(a) | Subscription Agreement, dated April 20, 2000, between the Trust and SEI is incorporated herein by reference to PEA No. 2. | |
| (b) | Letter of Representations, dated April 14, 2000, between the Trust and the Depository Trust Company is incorporated herein by reference to PEA No. 2. | |
| (c) | Amendment of Letter of Representations between the Trust and the Depository Trust Company 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 to the Trust’s Registration Statement on Form N-1A, filed July 2, 2001. | |
| (d) | Code of Ethics for Fund Access Persons is incorporated herein by reference to Post-Effective Amendment No. 1,159 to the Trust’s Registration Statement on Form N-1A, filed June 30, 2014. | |
| (e) | BlackRock, Inc. Personal Trading Policy is incorporated herein by reference to Post-Effective Amendment No. 1,151 to the Trust’s Registration Statement on Form N-1A, filed June 19, 2014. | |
| (f) | Code of Ethics for BRIL is incorporated herein by reference to Post-Effective Amendment No. 963 to the Trust’s Registration Statement on Form N-1A, filed October 2, 2013. | |
| (g) | Financial Statements, Financial Highlights and Related Report of the Independent Registered Public Accounting Firm for iShares MSCI United Kingdom ETF for the year ended August 31, 2013, is incorporated herein by reference to the iShares MSCI United Kingdom ETF Annual Report to Shareholders, filed November 8, 2013. | |
| (h) | Financial Statements and Financial Highlights for iShares MSCI United Kingdom ETF for the period ended February 28, 2014, are incorporated herein by reference to the iShares MSCI United Kingdom ETF Semi-Annual Report to Shareholders, filed May 6, 2014. | |
| 1 | Prior to December 1, 2009, BTC was known as Barclays Global Investors, N.A. |
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the 1933 Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 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 1st day of October, 2014.
| iSHARES TRUST | ||||
| By: |
| |||
| Manish Mehta* | ||||
| President | ||||
| Date: October 1, 2014 | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| By: |
| |||
| Mark Wiedman* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| John E. Martinez* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| George G. C. Parker* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| Cecilia H. Herbert* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| Charles A. Hurty* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| John E. Kerrigan* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| Robert H. Silver* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| Robert S. Kapito* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
|
| ||||
| Madhav V. Rajan* | ||||
| Trustee | ||||
| Date: October 1, 2014 | ||||
| /s/ Jack Gee | ||||
| Jack Gee | ||||
| Treasurer | ||||
| Date: October 1, 2014 | ||||
| *By: | /s/ Jack Gee | |||
| Jack Gee | ||||
| Attorney-in-fact | ||||
| Date: October 1, 2014 | ||||
| * | Powers of Attorney, each dated December 31, 2013, for Manish Mehta, Mark Wiedman, Charles A. Hurty, Cecilia H. Herbert, John E. Kerrigan, Robert H. Silver, George G.C. Parker, John E. Martinez, Madhav V. Rajan and Robert S. Kapito are incorporated herein by reference to PEA No. 1,021. |
| (6)(b) | Schedule A to the Investment Advisory Agreement between the Trust and BFA. | |
| (6)(c) | Schedule A to the Investment Advisory Agreement between iShares, Inc. and BFA. | |
| (7)(b) | Exhibit A to the Distribution Agreement. | |
| (12) | Tax opinion and consent of Willkie Farr & Gallagher LLP, tax counsel for the Registrant. | |
| (13)(b) | Exhibit A to the Master Services Agreement. | |
| (13)(f) | Schedule A to the Amended and Restated Securities Lending Agency Agreement. | |
