BLACKROCK RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19,
2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a
“Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B
hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an
“Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as
an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment
company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the
extent to which a registered investment company, its principal underwriter or registered brokers or dealers may
knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such
as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired
Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of
the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds
in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to
set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in
reliance on the Rule and certain additional terms of investment as provided below.
1. Terms of Investment.
(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an
Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required
findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:
(i)
In-kind redemptions
. The Acquiring Fund acknowledges and agrees that, if and to the extent
consistent with the Acquired Fund’s registration statement, as amended from time to time,
the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole
discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the
selection of portfolio securities to distribute in-kind), even where such Acquired Fund does
not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired
Funds that are not exchange-traded funds).
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(ii)
Timing/advance notice of redemptions
.
1.
With respect to Enumerated Funds (as defined on Schedule B), the Acquiring Fund will
use reasonable efforts to provide the required advanced notification specified in the
12d1-4 List (as defined below). Such notice shall be provided to the Acquired Fund(s)
whenever practicable and consistent with the Acquiring Fund’s best interests. This
provision shall only apply in connection with any investment made by an Acquiring
Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940
Act. For the avoidance of doubt, in the instance where the Acquired Fund is an
exchange-traded fund, the requirements of this paragraph (1) shall not apply to
transactions in which an Acquiring Fund did not know or have reason to know that
such transaction would result in a redemption transaction with the Acquired Fund (such
as where an Acquiring Fund sells shares in the secondary market).
2.
The Acquired Fund acknowledges and agrees that any notification provided pursuant to
the foregoing is not a commitment to redeem and constitutes an estimate that may
differ materially from the amount, timing and manner in which a redemption request is
submitted, if any.
(iii)
Scale of investment.
Upon a reasonable request by an Acquired Fund, the Acquiring
Fund will provide summary information regarding the anticipated timeline of its investment
in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the
structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund
shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund
reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information
shall be limited to that which is made publicly available by the Acquired Fund.
2. Representations of the Acquired Funds.
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations
in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or
modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its
obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to
comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the
SEC or its Staff from time to time, or this Agreement.
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3. Representations of the Acquiring Funds.
(a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the
limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of
the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to
Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify
the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its
investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to
time, or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
i.
of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring
Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
ii.
of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring
Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities;
iii.
where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in
the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting
securities; and
iv.
if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in
excess of an amount noted in (i), (ii), or (iii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated
person” (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank
that borrows as part of a securities lending program, or (iii) a futures commission merchant or a
swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring
Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without
prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by
the Acquiring Fund that complied with (a) at the time of purchase no longer complies.
(d) The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the
Acquiring Fund’s full portfolio is sub-advised by any affiliate of BlackRock, Inc.
(e) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of
such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of
the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(f) Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in the
Ineligible Funds (as defined in Schedule B) and that the Enumerated Funds are
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subject to certain additional conditions described on the list of Ineligible Funds and Enumerated
Funds (the “12d1-4 List”). Each Acquiring Fund acknowledges that the 12d1-4 List is available
as described in Schedule B, and further acknowledges that it is an Acquiring Fund’s obligation to
review the 12d1-4 List on an ongoing basis for any changes which may occur from time to time.
4. Indemnification.
(a) Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any
of its principals, directors or trustees, officers, employees and agents, against and from any and
all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the
Acquired Fund, including any of its principals, directors or trustees, officers, employees and
agents, to the extent such Claims result from a violation or alleged violation by such Acquiring
Fund of any provision of this Agreement, such indemnification to include any reasonable counsel
fees and expenses incurred in connection with investigating and/or defending such Claims;
provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any
Claims resulting from violations that occur directly as a result of incomplete or inaccurate
information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and
conditions of this Agreement.
(b) Each Acquired Fund agrees to hold harmless and indemnify each Acquiring Fund, including any
of its principals, directors or trustees, officers, employees and agents, against and from any and
all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund,
including any of its principals, directors or trustees, officers, employees and agents, to the extent
such Claims result from a violation or alleged violation by such Acquired Fund of any provision
of this Agreement, such indemnification to include any reasonable counsel fees and expenses
incurred in connection with investigating and/or defending such Claims; provided that no
Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting
from violations that occur directly as a result of incomplete or inaccurate information provided by
the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.
(c) Any liability pursuant to the forgoing provisions shall be several and not joint. In any action
involving the parties under this Agreement, the parties agree to look solely to the individual series
of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy
and not to any other series.
5. Use of Name.
(a) To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus,
statement of additional information or otherwise (but not in the financial statements of the
Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to:
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i.
Refer to such Acquired Fund by its legal name, for example, the “iShares
®
[Index Provider
(when required)] [Exposure] ETF” (e.g., iShares U.S. Financial Services ETF or iShares
Core S&P 500 ETF or iShares MSCI ACWI ETF) upon first reference to such Acquired
Fund, and by its legal name or its ticker symbol for subsequent references; and
ii.
Include the following notice within reasonable proximity to the first reference to such
Acquired Fund, as applicable:
iShares
®
is a registered trademark of BlackRock, Inc. or its subsidiaries
(“BlackRock”). Neither BlackRock nor the iShares
®
Funds make any representations
regarding the advisability of investing in [Name of Acquiring Fund].
BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries
(“BlackRock”). Neither BlackRock nor the BlackRock Funds make any representations
regarding the advisability of investing in [Name of Acquiring Fund].
(b) No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any
abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates
in its shareholder communications, advertising, sales literature and similar communications (other than a
prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder
report) unless it first receives prior written approval (including approval through written electronic
communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo
of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with
BlackRock.
6. Notices.
All notices, including all information that either party is required to provide under the terms of this
Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or
electronic mail to the address for each party specified below. Either party may notify the other in writing of any
changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is
required hereunder to update, supplement or otherwise amend the 12d1-4 List.
If to the Acquiring Funds:
If to the Acquired Funds:
As set forth on Schedule C
iShares ETFs
:
Email: Group12d14@blackrock.com
BlackRock Mutual Funds and Active ETFs
:
Email:
GroupOfficeofRegisteredFunds@blackrock.com
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7. Additional Acquiring Funds.
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set
forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund
agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended
accordingly.
8. Governing Law; Counterparts.
(a) This Agreement will be governed by Delaware law without regard to choice of law principles.
(b) This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. An electronic
copy of a signature received in Portable Document Format (PDF) or a copy of a signature
received via a fax machine shall be deemed to be of the same force and effect as an original
signature on an original executed document.
9.
Term and Termination; Assignment; Amendment.
(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring
Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time.
While the terms of the Agreement shall only be applicable to investments in Funds made in
reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the
Agreement shall continue in effect until terminated pursuant to Section 9(b).
(b) This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to
the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase
additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the
Rule.
(c) This Agreement may not be assigned by either party without the prior written consent of the
other.
(d) Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a
writing that is signed by each affected party.
(e) In the case of any Acquiring Fund or Acquired Fund that is organized as a Massachusetts
business trust (each, a “Massachusetts Trust”), a copy of the Declaration of Trust of each
Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and
notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a
Massachusetts Trust shall have any personal liability under this Agreement, and that this
Agreement is binding only upon the assets and property of the applicable series of each
Massachusetts Trust. For the
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avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other
Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only
upon the assets and property of the applicable series of each such Registrant.
10. Termination of Prior Agreements. The execution of this Agreement shall be deemed to constitute the
termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an
Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a
participation agreement, exemptive order or other arrangement among the parties intended to achieve
compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby
waive any notice provisions, conditions to termination, or matters otherwise required to terminate such
Prior Section 12 Agreements.
[Remainder of page intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
THE ACQUIRING FUND REGISTRANTS LISTED ON SCHEDULE A HERETO, EACH ON
BEHALF OF ITS APPLICABLE SERIES
Nationwide Mutual Funds
Nationwide Variable Insurance Trust
By:
/s/ Christopher C. Graham
Name: Christopher C. Graham
Title:
Senior Vice President – Chief
Investment Officer
[Remainder of page intentionally left blank; Acquired Fund signature page follows]
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THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO,
EACH ON BEHALF OF ITS APPLICABLE SERIES
BlackRock ETF Trust
BlackRock ETF Trust II
By:
/s/ Jennifer McGovern
Name: Jennifer McGovern
Title: Vice President
THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO,
EACH ON BEHALF OF ITS APPLICABLE SERIES
iShares Trust
iShares, Inc.
iShares U.S. ETF Trust
By:
/s/ Paul C. Lohrey
Name: Paul C. Lohrey
Title: Assistant Secretary
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Schedule A: Acquiring Funds
The following series of Nationwide Mutual Funds:
Nationwide Destination Retirement Fund
Nationwide Destination 2025 Fund
Nationwide Destination 2030 Fund
Nationwide Destination 2035 Fund
Nationwide Destination 2040 Fund
Nationwide Destination 2045 Fund
Nationwide Destination 2050 Fund
Nationwide Destination 2055 Fund
Nationwide Destination 2060 Fund
Nationwide Destination 2065 Fund
Nationwide Investor Destinations Aggressive Fund
Nationwide Investor Destinations Conservative Fund
Nationwide Investor Destinations Moderate Fund
Nationwide Investor Destinations Moderately Aggressive Fund
Nationwide Investor Destinations Moderately Conservative Fund
The following series of Nationwide Variable Insurance Trust:
NVIT Blueprint
SM
Aggressive Fund
NVIT Blueprint
SM
Moderately Aggressive Fund
NVIT Blueprint
SM
Capital Appreciation Fund
NVIT Blueprint
SM
Moderate Fund
NVIT Blueprint
SM
Balanced Fund
NVIT Blueprint
SM
Moderately Conservative Fund
NVIT Blueprint
SM
Conservative Fund
NVIT Investor Destinations Aggressive Fund
NVIT Investor Destinations Balanced Fund
NVIT Investor Destinations Capital Appreciation Fund
NVIT Investor Destinations Conservative Fund
NVIT Investor Destinations Moderate Fund
NVIT Investor Destinations Moderately Aggressive Fund
NVIT Investor Destinations Moderately Conservative Fund
NVIT iShares
®
Global Equity ETF Fund
NVIT iShares
®
Fixed Income ETF Fund
NVIT Blueprint
SM
Managed Growth Fund
NVIT Blueprint
SM
Managed Growth & Income Fund
NVIT Investor Destinations Managed Growth Fund
NVIT Investor Destinations Managed Growth & Income Fund
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Schedule B: Acquired Funds
Exchange-Traded Funds:
BlackRock ETF Trust
All Series
BlackRock ETF Trust II
All Series
iShares Trust
All Series
iShares, Inc.
All Series
iShares U.S. ETF Trust
All Series
This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that
are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds
that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated
Funds”), along with related requirements (the “12d1-4 List”), all such additional terms and requirements being
deemed incorporated by reference into the Agreement, which is maintained at
https://www.ishares.com/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended,
supplemented or revised and in effect from time to time.
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Schedule C: Notice for Acquiring Funds
Nationwide Mutual Funds
Nationwide Variable Insurance Trust
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Email: nfglegal@nationwide.com
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