Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
SCHEDULE 13G
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1)
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Name of
Reporting Person
Bank of Montreal
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2)
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
¨
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3)
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SEC Use Only
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4)
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Citizenship or Place of
Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5)
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Sole Voting Power:
575,100
(1)
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6)
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Shared Voting Power:
0
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7)
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Sole Dispositive Power:
575,100
(1)
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8)
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Shared Dispositive Power:
0
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
575,100
(1)
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10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
¨
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11)
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Percent of Class Represented by Amount
in Row (9)
12.2%
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12)
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Type of Reporting Person
HC
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(1)
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Shares are held indirectly by the Reporting Persons subsidiary, BMO Asset Management Corp.
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2
SCHEDULE 13G
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1)
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Name of
Reporting Person
BMO Asset Management Corp.
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2)
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
¨
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3)
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SEC Use Only
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4)
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Citizenship or Place of
Organization
Delaware, United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5)
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Sole Voting Power:
575,100
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6)
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Shared Voting Power:
0
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7)
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Sole Dispositive Power:
575,100
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8)
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Shared Dispositive Power:
0
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
575,100
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10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
¨
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11)
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Percent of Class Represented by Amount
in Row (9)
12.2%
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12)
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Type of Reporting Person
IA
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3
SCHEDULE 13G
CUSIP No. 464289511
ITEM 1(a).
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Name of Issuer.
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iShares 10+ Year Credit Bond ETF
ITEM 1(b).
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Address of Issuers Principal Executive Offices.
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c/o State Street Bank and Trust
Company
200 Clarendon Street
Boston, MA 02116
ITEM 2(a).
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Names of Persons Filing.
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Bank of Montreal and its subsidiary, BMO Asset Management
Corp.
ITEM 2(b).
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Address of Principal Business Office or, if none, Residence.
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Bank of Montreal
1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
BMO Asset Management Corp.
115
South La Salle Street
Floor 11 West
Chicago, IL 60603
ITEM 2(c).
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Citizenship or Place of Organization.
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Bank of Montreal is organized under the laws of
Canada. BMO Asset Management Corp. is organized under the laws of Delaware, United States.
ITEM 2(d).
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Title of Class of Securities.
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iShares 10+ Year Credit Bond ETF
464289511
ITEM 3.
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If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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4
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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The information contained in Items 5 11 on the cover pages is
incorporated herein by reference.
ITEM 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Bank of Montreal is
reporting on this Schedule 13G securities held through its subsidiary, BMO Asset Management Corp. as fiduciaries for certain employee benefit plans, trust and/or customer accounts. As a result, participants in the plans, trust beneficiaries and
customers are entitled to receive, or have the power to direct the receipt of, dividends and proceeds from the sale of such securities. No such person is known to have such an interest relating to more than five percent of the class of subject
securities except as follows:
Solutia, Inc.
ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Bank of Montreal is the ultimate parent company of BMO Asset Management Corp., an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.
5
ITEM 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
ITEM 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of the 14
th
day of February, 2014.
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BANK OF MONTREAL
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/s/ Blair Morrison
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Blair Morrison
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SVP, Deputy General Counsel &
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Chief Compliance Officer
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BMO ASSET MANAGEMENT CORP.
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*
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*
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Pursuant to Power of Attorney filed herewith.
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6
Exhibit 1
Joint Filing Agreement
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including
any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement consents to the filing of this and any future Schedule 13G (including any
and all amendments thereto) by Bank of Montreal.
This Agreement may be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14
th
day of February, 2014.
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BANK OF MONTREAL
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/s/ Blair Morrison
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Senior Vice President, Deputy General
Counsel & Chief Compliance Officer
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BANK OF MONTREAL IRELAND PLC
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BMO ASSET MANAGEMENT CORP.
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*
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*
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BMO ASSET MANAGEMENT INC.
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BMO CAPITAL MARKETS CORP.
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*
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*
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BMO CAPITAL MARKETS LIMITED
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BMO DELAWARE TRUST COMPANY
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*
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*
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BMO FINANCIAL CORP.
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BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED
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*
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*
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BMO HARRIS BANK N.A.
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BMO HARRIS FINANCIAL ADVISORS, INC.
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*
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*
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BANK HARRIS INVESTMENT MANAGEMENT INC.
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BMO INVESTORLINE, INC.
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*
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*
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7
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BMO LIFE ASSURANCE COMPANY
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BMO NESBITT BURNS INC.
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*
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*
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HARRIS MY CFO, LLC
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LLOYD GEORGE MANAGEMENT (BERMUDA) LTD.
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*
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*
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LLOYD GEORGE MANAGEMENT (EUROPE) LTD.
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MONEGY INC.
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*
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*
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NORTH STAR TRUST COMPANY
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PYRFORD INTERNATIONAL LIMITED
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*
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*
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STOKLER OSTLER WEALTH ADVISORS INC.
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SULLIVAN, BRUYETTE, SPEROS & BLAYNEY, INC.
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*
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*
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TAPLIN, CANIDA & HABACHT, LLC
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*
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*
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Pursuant to Power of Attorney filed herewith.
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8
Exhibit 2
POWER OF ATTORNEY
For
executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F
Each of the undersigned entities represents that the
individuals signing on behalf of the entity is duly authorized to do so and hereby constitutes and appoints Blair Morrison, Senior Vice-President, Deputy General Counsel and Chief Compliance Officer of Bank of Montreal, Barbara Muir, Senior
Vice-President, Deputy General Counsel, Corporate Affairs & Corporate Secretary of Bank of Montreal and Lino Cambone, Vice-President, Deputy General Counsel, Wealth Management & Assistant Corporate Secretary of Bank of Montreal,
his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to:
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(1)
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complete and execute for and on behalf of the undersigned filings on Schedules 13G and 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act) and the rules and
regulations promulgated thereunder, or any successor laws and regulations;
|
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(2)
|
complete and execute for and on behalf of the undersigned a joint filing agreement to provide for the joint filing on Schedules 13G or 13D in accordance with Section 13(d) of the Act and the rules and regulations
promulgated thereunder, or any successor laws and regulations;
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(3)
|
complete and execute for and on behalf of the undersigned filings on Form 13F as required by Section 13(f) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations;
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(4)
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete the execution of any such Schedules 13G and 13D, joint filing agreement and Forms 13F and the timely
filing of such forms and agreements with the United States Securities and Exchange Commission and any other authority; and
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(5)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in his or
her discretion.
|
Each of the undersigned entities grants to said attorneys-in-fact and agent full power and authority to do
and perform each and every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned entities acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the
undersigneds responsibilities to comply with Section 13(d) of the Act and the rules and regulations promulgated thereunder.
9
This Power of Attorney shall remain in effect until the undersigned entity is no longer required
to file Schedules 13G, 13D or Form 13F, unless earlier revoked by a duly authorized officer of the undersigned entity in writing and delivered to the foregoing attorneys-in-fact.
This Power of Attorney Signature Page may be executed in any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument. A facsimile or portable document format (.pdf) copy of the signature of a party to this Power of Attorney on any such counterpart shall be fully effective as in an original signature.
IN WITNESS WHEREOF, the undersigned duly authorized individuals have caused this Power of Attorney to be executed on this 14
th
day of February, 2014, on behalf of the respective entities.
[Signatures on
following pages.]
10
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BMO ASSET MANAGEMENT CORP.
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BMO CAPITAL MARKETS CORP.
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By:
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/s/ Barry McInerney
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By:
|
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/s/ Brad A. Rothbaum
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Barry McInerney
Chief Executive
Officer
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Brad A. Rothbaum
Chief Operating
Officer/Managing
Director
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BMO DELAWARE TRUST COMPANY
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BMO FINANCIAL CORP.
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By:
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/s/ Deborah Korompilas
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By:
|
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/s/ Terry Jenkins
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Deborah Korompilas
President
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Terry Jenkins
Executive Vice President, Head of
Private Banking U.S.
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BMO HARRIS BANK N.A.
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By:
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/s/ Terry Jenkins
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By:
|
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/s/ Joe Visaya
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Terry Jenkins
Executive Vice President and
Head
of Private Banking U.S
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Joe Visaya
Assistant Secretary
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HARRIS MYCFO, LLC
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By:
|
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/s/ Joe Visaya
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By:
|
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/s/ John Benevides
|
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Joe Visaya
Assistant Secreatry
|
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John Benevides
President
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MONEGY INC.
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NORTH STAR TRUST COMPANY
|
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By:
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/s/ Sadhana Valia
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By:
|
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/s/ Steven J. Arquilla
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Sadhana Valia
President
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Steven J. Arquilla
President
|
11
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BMO HARRIS FINANCIAL ADVISORS, INC.
|
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BMO ASSET MANAGEMENT INC.
|
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By:
|
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/s/ Michael Miroballi
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By:
|
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/s/ Dirk McRobb
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Michael Miroballi
|
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Dirk McRobb
|
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President and Chief Executive Officer
|
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Senior Vice President and Chief
Administrative Officer
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By:
|
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/s/ Penelope Muradya
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Penelope Muradya
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Corporate Secretary
|
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|
BMO HARRIS INVESTMENT MANAGEMENT INC.
|
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BMO INVESTORLINE, INC.
|
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|
By:
|
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/s/ Richard Mason
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|
By:
|
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/s/ Viki Lazaris
|
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|
Richard Mason
|
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Viki Lazaris
|
|
|
President and Chief Executive Officer
|
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|
|
President and Chief Executive Officer
|
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|
|
By:
|
|
/s/ Penelope Muradya
|
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|
|
By:
|
|
/s/ Kristina Germain
|
|
|
Penelope Muradya
|
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|
|
Kristina Germain
|
|
|
Corporate Secretary
|
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|
Corporate Secretary
|
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|
|
BMO LIFE ASSURANCE COMPANY
|
|
|
|
BMO NESBITT BURNS INC.
|
|
|
|
|
|
By:
|
|
/s/ Peter McCarthy
|
|
|
|
By:
|
|
/s/ Peter Hinman
|
|
|
Peter McCarthy
|
|
|
|
|
|
Peter Hinman
|
|
|
President and Chief Executive Officer
|
|
|
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|
|
Chief Financial Officer
|
|
|
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|
|
By:
|
|
/s/ Vandra Goedvolk
|
|
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|
Vandra Goedvolk
|
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Corporate Secretary
|
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12
|
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BANK OF MONTREAL IRELAND PLC
|
|
|
|
BMO CAPITAL MARKETS LIMITED
|
|
|
|
|
|
By:
|
|
/s/ Neil Ward
|
|
|
|
By:
|
|
/s/ William Smith
|
|
|
Neil Ward
|
|
|
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|
|
William Smith
|
|
|
General Manager
|
|
|
|
|
|
Director
|
|
|
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|
|
By:
|
|
/s/ Alan Lynch
|
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By:
|
|
/s/ Scott Matthews
|
|
|
Alan Lynch
|
|
|
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|
|
Scott Matthews
|
|
|
Chief Financial Officer
|
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|
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|
|
Director
|
|
|
|
BMO GLOBAL ASSET MANAGEMENT
(ASIA)
LIMITED
|
|
|
|
LLOYD GEORGE MANAGEMENT (BERMUDA) LTD.
|
|
|
|
|
|
By:
|
|
/s/ Drew Newman
|
|
|
|
By:
|
|
/s/ Drew Newman
|
|
|
Drew Newman
|
|
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|
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|
Drew Newman
|
|
|
Chief Operating Officer
|
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|
Chief Operating Officer
|
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|
|
PYRFORD INTERNATIONAL LIMITED
|
|
|
|
LLOYD GEORGE MANAGEMENT (EUROPE) LTD.
|
|
|
|
|
|
By:
|
|
/s/ Drew Newman
|
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|
|
By:
|
|
/s/ Drew Newman
|
|
|
Drew Newman
|
|
|
|
|
|
Drew Newman
|
|
|
Chief Operating Officer
|
|
|
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|
|
Chief Operating Officer
|
|
|
|
STOKER OSTLER WEALTH ADVISORS INC.
|
|
|
|
SULLIVAN, BRUYETTE, SPEROS & BLAYNEY, INC.
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Decker
|
|
|
|
By:
|
|
/s/ Gregory Sullivan
|
|
|
Michelle L. Decker
|
|
|
|
|
|
Gregory Sullivan
|
|
|
Chief Operating Officer
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
TAPLIN, CANIDA & HABACHT, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Tere Alvarez Canida
|
|
|
|
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|
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|
|
Tere Alvarez Canida
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|
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|
President
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13