As filed with the Securities and Exchange Commission on March 15, 2012
File Nos. 33-97598 and 811-09102
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
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UNDER
THE SECURITIES ACT OF 1933
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x
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Post-Effective Amendment No. 221
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x
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and/or
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REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF
1940
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x
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Amendment No. 223
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x
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(Check appropriate box or boxes)
iShares, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o State
Street Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
(Address of Principal Executive Office)(Zip Code)
Registrant’s
Telephone Number, including Area Code: (415) 670-2000
The Corporation Trust Incorporated
351 West Camden Street
Baltimore, MD 21201
(Name and Address of Agent for Service)
With Copies to:
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MARGERY K. NEALE, ESQ.
WILLKIE FARR &
GALLAGHER LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019-6099
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BENJAMIN J. HASKIN, ESQ.
WILLKIE FARR &
GALLAGHER LLP
1875 K STREET, N.W.
WASHINGTON, D.C. 20006-1238
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ANDREW JOSEF, ESQ.
BLACKROCK INSTITUTIONAL
TRUST COMPANY, N.A.
400 HOWARD STREET
SAN FRANCISCO, CA 94105
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It is proposed that this filing will become effective (check appropriate box):
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Immediately upon filing pursuant to paragraph (b)
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On March 26, 2012, pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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On (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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On (date) pursuant to paragraph (a)(2)
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If appropriate, check the following box:
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x
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The post-effective amendment designates a new effective date for a previously filed post-effective amendment
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Explanatory Note
This Post-Effective Amendment No. 221 to the Registrant’s Registration Statement on Form N-1A is being filed pursuant to paragraph (b)(1)(iii) of Rule 485 of the Securities Act of 1933, as
amended (the “1933 Act”), solely for the purpose of delaying, until March 26, 2012, the effectiveness of the registration statement for the iShares MSCI Frontier Emerging Markets Select Index Fund (the “Fund”), filed in
Post-Effective Amendment No. 172 on December 2, 2011, pursuant to paragraph (a) of Rule 485 of the 1933 Act.
The effectiveness
of the Registration Statement of the Fund was previously delayed pursuant to paragraph (b)(1)(iii) of Rule 485 of the 1933 Act as follows:
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PEA No.
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Date Filed
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Automatic Effective Date
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215
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February 17, 2012
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March 16, 2012
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This Post-Effective Amendment No. 221 incorporates by reference the information contained in Parts A and B of
Post-Effective Amendment No. 172.
iShares, Inc.
File Nos. 33-97598 and 811-09102
Part C
Other Information
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Item 28. Exhibits
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PEA # 221
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Exhibit
Number
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Description
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(a.1)
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Articles of Restatement, filed September 15, 2006, are incorporated herein by reference to Post-Effective Amendment No. 31 to the Registration Statement, filed on December 22,
2006 (“PEA No. 31”).
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(a.2)
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Articles of Amendment, filed December 20, 2006, are incorporated herein by reference to PEA No. 31.
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(a.3)
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Articles Supplementary, filed December 20, 2006, are incorporated herein by reference to PEA No. 31.
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(a.4)
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Articles Supplementary, filed July 18, 2007, are incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement, filed on July 19,
2007.
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(a.5)
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Articles of Amendment, filed March 5, 2008, are incorporated herein by reference to Post-Effective Amendment No. 55 to the Registration Statement, filed on March 26, 2008 (“PEA
No. 55”).
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(a.6)
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Articles Supplementary, filed March 5, 2008, are incorporated herein by reference to PEA No. 55.
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(a.7)
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Articles Supplementary, dated June 19, 2008, are incorporated herein by reference to Post-Effective Amendment No. 79, filed on December 23, 2008.
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(a.8)
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Articles Supplementary, dated February 24, 2009, are incorporated herein by reference to Post-Effective Amendment No. 100, filed on September 28, 2009.
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(a.9)
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Articles Supplementary, dated December 10, 2009, are incorporated herein by reference to Post-Effective Amendment No. 105, filed on December 23, 2009 (“PEA No.
105”).
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(a.10)
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Articles Supplementary, dated March 18, 2011, are incorporated herein by reference to Post-Effective Amendment No. 132, filed on June 30, 2011 (“PEA No.
132”).
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(a.11)
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Articles Supplementary, dated September 7, 2011, are incorporated herein by reference to Post-Effective Amendment No. 140, filed on September 9, 2011 (“PEA No.
140”).
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(a.12)
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Articles Supplementary, dated September 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 151, filed on October 6, 2011.
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(a.13)
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Articles Supplementary, dated October 31, 2011, are incorporated herein by reference to Post-Effective Amendment No. 160, filed on November 1, 2011.
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(a.14)
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Articles Supplementary, dated December 15, 2011, are incorporated herein by reference to Post-Effective Amendment No. 205, filed on January 30, 2012 (“PEA No.
205”).
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(a.15)
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Articles of Amendment, dated January 27, 2012, are incorporated herein by reference to PEA No. 205.
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(a.16)
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Articles of Amendment, dated February 8, 2012, are incorporated herein by reference to Post-Effective Amendment No. 207, filed on February 10, 2012.
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(b.1)
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Amended and Restated By-Laws, dated April 20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 113 to the Registration Statement, filed on April 30, 2010
(“PEA No. 113”).
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(c)
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None.
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(d.1)
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Investment Advisory Agreement, dated December 1, 2009, between Registrant and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to PEA No.
105.
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(d.2)
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Schedule A to Investment Advisory Agreement between Registrant and BFA is incorporated herein by reference to Post-Effective Amendment No. 217 to the Registration Statement, filed
on February 18, 2012 (“PEA No. 217”).
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(d.3)
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Schedule A to the Investment Advisory Agreement between iShares Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 218 to the Registration Statement,
filed on February 22, 2012 (“PEA No. 218”).
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(d.4)
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Schedule A to the Investment Advisory Agreement between iShares MSCI Russia Capped Index Fund, Inc. and BFA is incorporated herein by reference to Post-Effective Amendment No. 174
to the Registration Statement, filed on December 20, 2011.
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(d.5)
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Master Advisory Fee Waiver Agreement, dated December 1, 2009, between Registrant and BFA for iShares MSCI Emerging Markets Index Fund is incorporated herein by reference to
Post-Effective Amendment No. 120 to the Registration Statement, filed on December 17, 2010 (“PEA No. 120”).
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(d.6)
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Schedule A, dated December 6, 2011, to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No. 200 to the Registration
Statement, filed on January 30, 2011 (“PEA No. 200”).
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(d.7)
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Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 133 to the Registration Statement, filed on July 25, 2011.
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(d.8)
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Sub-Advisory Agreement, dated December 1, 2010, between BFA and BlackRock International Limited is incorporated herein by reference to Post-Effective Amendment No. 156 to the
Registration Statement, filed on October 18, 2011 (“PEA No. 156”).
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(d.9)
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Appendix A to the Sub-Advisory Agreement is incorporated herein by reference to PEA No. 156.
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(e.1)
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Distribution Agreement, dated March 27, 2000, between Registrant and SEI Investments Distribution Co. (“SEI”), is incorporated herein by reference to Post-Effective
Amendment No. 18 to the Registration Statement, filed on December 29, 2000 (“PEA No. 18”).
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(e.2)
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Exhibit A to Distribution Agreement is incorporated herein by reference to PEA No. 217.
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(e.3)
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Form of Authorized Participant Agreement is incorporated herein by reference to Post-Effective Amendment No. 27 to the Registration Statement, filed on December 30,
2003.
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(e.4)
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Form of Sales and Investor Services Agreement incorporated herein by reference to PEA No. 18.
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(f)
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None.
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(g)
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Service Module for Custodial Services is incorporated herein by reference to PEA No. 140.
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(h.1)
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Master Services Agreement, dated April 21, 2011, between the Registrant and State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to PEA
No. 132.
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(h.2)
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Exhibit A to the Master Services Agreement is incorporated herein by reference to PEA No. 218.
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(h.3)
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Service Module for Fund Administration and Accounting Services is incorporated herein by reference to PEA No. 140.
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(h.4)
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Service Module for Transfer Agency Services is incorporated herein by reference to PEA No. 140.
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(h.5)
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Sub-License Agreement between Registrant and BlackRock Institutional Trust Company, N.A. (“BTC”)
1
with respect to the use of the MSCI Indexes, dated May 8, 2000, is incorporated herein by reference to exhibit (h.4) to
PEA No. 18.
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(h.6)
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Amendment to the Sub-License Agreement, dated March 18, 2000, between Registrant and BTC
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with respect to the use of the MSCI Indexes is incorporated herein by reference to PEA No. 113.
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(h.7)
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Amended and Restated Securities Lending Agency Agreement, dated October 15, 2010, among the Registrant, iShares Trust, iShares MSCI Russia Capped Index Fund, Inc., iShares MSCI
Emerging Markets Small Cap Index Fund, Inc. and BTC
1
is
incorporated herein by reference to PEA No. 120.
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(h.8)
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Schedule A to the Amended and Restated Securities Lending Agency Agreement is incorporated herein by reference to PEA No. 218.
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(h.9)
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Form of Master Securities Loan Agreement (including forms of Annexes, Schedule and Appendix thereto) is incorporated herein by reference to Post-Effective Amendment No. 107, filed
on January 29, 2010.
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(i)
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Legal Opinion and Consent of Venable LLP to be filed by amendment.
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(j)
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Not Applicable.
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(k)
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None.
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(l.1)
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Subscription Agreement between the Registrant and Funds Distributor, Inc. is incorporated herein by reference to Pre-Effective Amendment No. 3 to the Registration Statement,
filed on March 6, 1996.
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(l.2)
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Letter of Representations among the Registrant, The Depository Trust Company (“DTC”) and Morgan Stanley Trust Company Exhibit is incorporated herein by reference to
Pre-Effective Amendment No. 2 to the Registration Statement, filed on March 1, 1996, to the Company’s initial registration statement on Form N-1A filed on September 29, 1995.
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(l.3)
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Letter of Representations between the Registrant and DTC, dated May 5, 2000, is incorporated herein by reference to PEA No. 18.
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(l.4)
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Letter of Representations between the Registrant and DTC, dated October 15, 2001, is incorporated herein by reference to Post-Effective Amendment No. 21 to the Registration
Statement, filed on October 22, 2001.
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(m)
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Not applicable.
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(n)
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None.
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(o)
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Not applicable.
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(p.1)
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Code of Ethics of the Registrant is incorporated herein by reference to PEA No. 120.
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(p.2)
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Advisory Employee Investment Transaction Policy for BlackRock Affiliated Companies is incorporated herein by reference to PEA No. 120.
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(p.3)
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Code of Ethics for SEI Investments Distribution Co. (“SEI”) is incorporated herein by reference to PEA No. 200.
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(q)
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Powers of Attorney, each dated December 6, 2011, for Michael A. Latham, 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 filed herein.
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1
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Prior to December 1, 2009, BTC was known as Barclays Global Investors, N.A.
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Item 29. Persons Controlled By or Under Common Control with Registrant.
None.
Item 30. Indemnification.
It is the Fund’s policy to indemnify officers, directors, employees and other agents to the maximum extent permitted by
Section 2-418 of the Maryland General Corporation Law, Article EIGHTH of the Fund’s Articles of Restatement, and Article VI of the Fund’s By-Laws (each set forth below).
Section 2-418 of the Maryland General Corporation Law reads as follows:
(a) (1) In this section the following words have the meanings indicated.
(2) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other
transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(3) “Director”
means any person who is or was a director of a corporation and any person who, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise, or employee benefit plan.
(4) “Expenses” include attorney’s fees.
(5) “Official capacity” means the following:
(i) When used with respect to a director, the office of director in the corporation; and
(ii) When used with respect to a person other than a director as contemplated in subsection (j) of this section, the elective or
appointive office in the corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation.
(iii) “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.
(6) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative.
(b) (1) A corporation may indemnify any director made a party to any proceeding by reason of
service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter
giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.
(2) (i) Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any
proceeding in which the director shall have been adjudged to be liable to the corporation.
(3) (i) The termination of any
proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the
director did not meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses under this
section for a proceeding brought by that director against the corporation, except:
(i) For a proceeding brought to enforce
indemnification under this section; or
(ii) If the charter or bylaws of the corporation, a resolution of the board of
directors of the corporation, or an agreement approved by the board of directors of the corporation to which the corporation is a party expressly provide otherwise.
(c) A director may not be indemnified under subsection (b) of this section in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the
director’s official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the
merits or otherwise, in the defense of any proceeding referred to in subsection (b) of this section, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director
in connection with the proceeding, claim, issue, or matter in which the director has been successful.
(2) A court of
appropriate jurisdiction, upon application of a director and such notice as the court shall require, may order indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement under paragraph (1) of this subsection, the court shall order indemnification, in which case the director shall be entitled to recover the
expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the director has met the standards of conduct set forth in subsection (b) of this section or has been adjudged liable under the circumstances described in subsection
(c) of this section, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the
circumstances described in subsection (c) of this section shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which the proceeding
involving the director’s liability took place.
(e)(1) Indemnification under subsection (b) of this section may not
be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in
subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if
such a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of one or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the
full board in which the designated directors who are parties may participate;
(ii) By special legal counsel selected by the
board of directors or a committee of the board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the full board cannot be obtained herefore and the committee cannot be established, by a majority vote of
the full board in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made
in the manner specified in paragraph (2)(ii) of this subsection for selection of such counsel.
(4) Shares held by
directors who are parties to the proceeding may not be voted on the subject matter under this subsection.
(f) (1) Reasonable
expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf
of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.
(2)
The undertaking required by paragraph (1)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the charter, bylaws, or contract or as specified in subsection (e)(2) of
this section.
(g) The indemnification and advancement of expenses provided or authorized by this section may not be deemed
exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise, both as to action in an official capacity and as
to action in another capacity while holding such office.
(h) This section does not limit the corporation’s power to pay
or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance of the director’s duties to the corporation also imposes duties on, or
otherwise involves services by, the director to the plan or participants or beneficiaries of the plan;
(2) Excise taxes
assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed fines; and
(3)
Action taken or omitted by the director with respect to an employee benefit plan in the performance of the director’s duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
(j) Unless limited by
the charter:
(1) An officer of the corporation shall be indemnified as and to the extent provided in subsection (d) of
this section for a director and shall be entitled, to the same extent as a director, to seek indemnification pursuant to the provisions of subsection (d) of this section;
(2) A corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an officer, employee,
or agent who is not a director to such further extent, consistent with law, as may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
(k) (1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation would
have the power to indemnify against liability under the provisions of this section.
(2) A corporation may provide similar
protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or
similar protection may be provided by a subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance
of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the
meeting.
Article EIGHTH of the Fund’s Articles of Restatement provides as follows:
The Corporation shall indemnify to the fullest extent permitted by law (including the Investment Company Act of 1940, as amended (the
“1940 Act”)) any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate
is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as director, officer or employee. To the fullest extent permitted by law (including the 1940 Act), expenses
incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this Article EIGHTH shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or
continuing to serve as a director, officer or employee as provided above. No amendment of this Article EIGHTH shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this
Article EIGHTH, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term
“other enterprise” shall include any corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the corporation
which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be
deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Nothing in Article SEVENTH or in this Article EIGHTH protects or purports
to protect any director or officer against any liability to the Corporation or its security holders to which he or she would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
Article VI of the Fund’s Amended and Restated By-Laws provides as follows:
Section 1
.
Insurance
. Subject to the provisions of the 1940 Act, the Corporation, directly, through
third parties or through affiliates of the Corporation, may purchase, or provide through a trust fund, letter of credit or surety bond insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who,
while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee, partner, trustee or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Corporation would have the power to indemnify such person against
such liability.
Section 2
.
Indemnification and Advance of Expenses
. To the maximum extent permitted by
Maryland law, in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity or (b) any
individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director or officer of any other enterprise and who is made, or threatened to be made, a party to
the proceeding by reason of his or her service in any such capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such
indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
Any indemnification or advance of expenses made pursuant to this Article shall be subject to applicable requirements of the 1940 Act. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in
any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the
Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Securities Act of 1933
Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a
director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.
Section 17.1 of the Master Services Agreement between Registrant and State Street provides
as follows:
The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the
applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably
paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of 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 1.9
of the Distribution Agreement between Registrant and SEI Investments Distribution Co. provides as follows:
The Fund
authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Fund in connection with the sale of Shares in Creation Units. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling persons, may incur under the 1933 Act, the 1940 Act or
common law or otherwise, (a) arising out of or on the basis of any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any registration statement or any prospectus or any statement of additional
information, or (b) arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement, any prospectus or any statement of additional information or necessary to make the
statements in any of them not misleading, (c) arising out of breach of any obligation, representation or warranty pursuant to this Agreement by the Fund, or (d) the Fund’s failure to comply with applicable securities laws, except that
the Fund’s agreement to indemnify you, your officers or directors, and any such controlling person will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon any such untrue
statement, alleged untrue statement, omission or alleged omission made in any registration statement, any prospectus or any statement of additional information in reliance upon information furnished by you, your officers, directors or any such
controlling person to the Fund or its representatives for use in the preparation thereof, and except that the Fund’s agreement to indemnify you and the Fund’s representations and warranties set out in paragraph 1.8 of this Agreement will
not be deemed to cover any liability to the Funds or their shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless
disregard of your obligations and duties under this Agreement (“Disqualifying Conduct”). The Fund’s agreement to indemnity you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon
the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to the Fund at its address set forth above
within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person
against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be
entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to
assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect
to assume the defense of any such suit, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by you
or them. The Fund’s indemnification agreement contained in this paragraph 1.9 and the Fund’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on
behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling persons or other affiliates, and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board
members in connection with the issue and sale of Shares.
In certain circumstances, an Authorized Participant may be deemed an affiliate of
the Fund. Section 10 of the Authorized Participant Agreement provides indemnification of Authorized Participants as follows:
(b) The
Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, affiliated persons, 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 Distributor
of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the
Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules and regulations of
self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any representations made in accordance with the iShares Procedures Handbook reasonably believed by the Participant to be genuine and to have been given by
the Distributor.
(c) The Participant shall not be liable to the Distributor for any damages arising out of (i) mistakes or errors in
data provided in connection with purchase or redemption transactions except for data provided by the Participant, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Distributor or any Indemnified Party
who is a service provider to the Fund. The Participant shall not be liable for any action, representation, or solicitation made by the wholesalers of the Fund.
Item 31. Business and Other Connections of Investment Adviser.
The
Fund is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFA’s business is that of a registered investment adviser to certain open-end, management investment companies and
various other institutional investors.
The directors and officers of BFA consist primarily of persons who during the past two
years have been active in the investment management business. Each of the directors and executive officers of BFA will also have substantial responsibilities as directors and/or officers of BTC. To the knowledge of the Registrant, except as set
forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
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Name and Position
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Principal Business(es) During the Last Two Fiscal Years
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Laurence Fink
Chairman
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Director and Chairman of the Board of Directors of BFA and Chief Executive Officer and Director of BTC, 400 Howard Street, San Francisco, CA 94105
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Anne Marie Petach
Officer
|
|
Chief Financial Officer of BFA and Chief Financial Officer and Cashier of BTC, 400 Howard Street, San Francisco, CA 94105
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|
Charles Hallac
Officer
|
|
Co-Chief Operating Officer of BFA and BTC, 400 Howard Street, San Francisco, CA 94105
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Michael Latham
Officer
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Co-Chief Operating Officer of BFA and BTC, 400 Howard Street, San Francisco, CA 94105
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Susan Wagner
Officer
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|
Co-Chief Operating Officer of BFA and BTC, 400 Howard Street, San Francisco, CA 94105
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Item 32. Principal Underwriters:
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(a)
|
Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant
also acts as a principal underwriter, distributor or investment adviser.
|
Registrant’s distributor, SEI acts as distributor
for:
SEI Daily Income Trust
SEI
Liquid Asset Trust
SEI Tax Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
The Advisors’ Inner Circle Fund
The
Advisors’ Inner Circle Fund II
Bishop Street Funds
SEI Asset Allocation Trust
SEI Institutional Investments Trust
CNI Charter Funds
iShares Trust
Causeway Capital Management Trust
ProShares
Trust
ProShares Trust II
Community Reinvestment Act Qualified Investment Fund
SEI Alpha Strategy Portfolios, LP
TD Asset
Management USA Funds
SEI Structured Credit Fund, LP
Wilshire Mutual Funds, Inc.
Wilshire Variable Insurance Trust
Global X Funds
Exchange Traded Concepts Trust
(f/k/a FaithShares Trust)
Schwab Strategic Trust
iShares MSCI Russia Capped Index Fund, Inc.
RiverPark Funds
Adviser Managed Trust Fund
Huntington Strategy
Shares
SEI provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).
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(b)
|
Furnish the information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to
Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.
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Name
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Position and Office
with Underwriter
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Positions and Offices
with
Registrant
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William M. Doran
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Director
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None
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Edward D. Loughlin
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Director
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None
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Wayne M. Withrow
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Director
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None
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Kevin Barr
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President & Chief Executive Officer
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None
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Maxine Chou
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Chief Financial Officer, Chief Operations Officer & Treasurer
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None
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John Munch
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General Counsel & Secretary
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None
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Karen LaTourette
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Chief Compliance Officer & Asst. Secretary, Anti-Money Laundering Officer
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None
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Mark J. Held
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Senior Vice President
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None
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Lori L. White
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Vice President & Assistant Secretary
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None
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Robert Silvestri
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Vice President
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None
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John Coary
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Vice President & Assistant Secretary
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None
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John Cronin
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Vice President
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None
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Item 33. Location of
Accounts and Records
(a) The Company maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the
rules thereunder (collectively, the “Records”) at the offices of State Street, 200 Clarendon Street, Boston, MA 02116.
(b) BFA
maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA, 94105.
(c) SEI maintains all
Records relating to its services as distributor at One Freedom Valley Drive, Oaks, PA 19456.
(d) State Street maintains all Records relating
to its services as transfer agent, fund accountant and custodian at 200 Clarendon Street, Boston, MA 02116.
Item 34. Management
Services.
Not applicable.
Item 35. Undertakings.
Not
applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 221 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 15
th
day of March, 2012.
iSHARES, INC.
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By:
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Michael Latham*
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President and Director
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Date: March 15, 2012
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 221 to the
Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
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By:
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Michael Latham*
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President and Director
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Date: March 15, 2012
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John E. Martinez*
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Director
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Date: March 15, 2012
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George G.C. Parker*
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Director
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Date: March 15, 2012
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Cecilia H. Herbert*
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Director
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Date: March 15, 2012
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Charles A. Hurty*
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Director
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Date: March 15, 2012
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John E. Kerrigan*
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Director
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Date: March 15, 2012
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Robert H. Silver*
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Director
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Date: March 15, 2012
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Robert S. Kapito*
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Director
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Date: March 15, 2012
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Madhav V. Rajan*
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Director
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Date: March 15, 2012
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/s/ Jack Gee
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Jack Gee
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Treasurer
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Date: March 15, 2012
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*By:
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/s/ Jack Gee
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Jack Gee
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Attorney-in-fact
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Date: March 15, 2012
|
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*
|
Powers of Attorney, each dated December 6, 2011, for Michael A. Latham, 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 filed herein.
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Exhibit Index