Exhibit (d.3)
iShares, Inc.
Master Advisory Fee Waiver Agreement
This MASTER ADVISORY FEE WAIVER AGREEMENT (this "Agreement") is made
effective as of the 17th day of June, 2009, by and between Barclays Global Fund
Advisors (the "Adviser") and iShares, Inc. (the "Company"), on behalf of each of
its series from time to time set forth in Schedule A attached hereto (each, a
"Fund").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management company, and is
organized as a corporation under the laws of the State of Maryland, and each
Fund is a series of the Company;
WHEREAS, the Adviser and the Company, on behalf of each Fund, are parties
to investment advisory agreements (the "Advisory Agreements"), pursuant to which
the Adviser provides investment advisory services to each Fund in consideration
of compensation based on the value of the average daily net assets of such Fund
(the "Advisory Fee"); and
WHEREAS, the Adviser has determined that it is appropriate and in the best
interests of each Fund and its shareholders to waive part of each Fund's
Advisory Fee as set forth in Schedule A attached hereto (the "Fee Waiver"). The
Company, on behalf of each Fund, and the Adviser, therefore, have entered into
this Agreement in order to effect the Fee Waiver for each Fund at the level
specified in Schedule A attached hereto on the terms and conditions set forth in
this Agreement;
NOW THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Contractual Fee Waiver. During the Term (as defined in Section 3 below), the
Adviser shall waive a portion of its Advisory Fee with respect to each Fund as
set forth in Schedule A attached hereto.
2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude the
Adviser from either voluntarily waiving Advisory Fees it is entitled to from any
series of the Company or voluntarily reimbursing expenses of any series of the
Company, including the Funds set forth in Schedule A, as the Adviser, in its
discretion, deems reasonable or appropriate. Any such voluntary waiver or
voluntary expense reimbursement may be modified or terminated by the Adviser, as
applicable, at any time in its sole and absolute discretion without the approval
of the Company's Board of Directors.
3. Term; Termination.
3.1 Term. The term ("Term") of the Fee Waiver with respect to a Fund shall
begin on the date hereof (or the date on which a Fund is added to Schedule A, if
later) and end with respect to a Fund after the close of business on the date
indicated on Schedule A (or such other date as
agreed to in writing between the Adviser and the Company with respect to a Fund)
unless the Fee Waiver is earlier terminated in accordance with Section 3.2. The
Term of the Fee Waiver with respect to a Fund may be continued from year to year
thereafter provided that each such continuance is specifically approved by the
Adviser and the Company with respect to such Fund (including with respect to the
Company, a majority of the Directors of the Company who are not "interested
persons," as defined in the 1940 Act, of the Adviser). Neither the Adviser nor
the Company shall be obligated to extend the Fee Waiver with respect to any
Fund.
3.2 Termination. The Fee Waiver with respect to a Fund shall terminate upon
a writing duly executed by the Adviser and the Company either affirmatively
terminating the Fee Waiver with respect to such Fund or removing such Fund from
Schedule A.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require the
Company to take any action contrary to the Company's Articles or Bylaws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Company's Board of Directors of
its responsibility for and control of the conduct of the affairs of the Company.
4.3 Entire Agreement. This Agreement constitutes the whole agreement
between the parties and supersedes any previous fee waiver agreement relating to
the Funds covered by this Agreement.
4.4 Limitation of Liability. The obligations and expenses incurred,
contracted for or otherwise existing with respect to a Fund shall be enforced
against the assets of such Fund or applicable class thereof and not against the
assets of any other class or any other Fund or series of the Company.
4.5 Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the computations of average daily
net assets or of any Advisory Fee, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
relevant Advisory Agreement between the Adviser and the Company or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act, as applicable, and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such Court, by rules, regulations or orders of the Securities and
Exchange Commission ("SEC") issued pursuant to the 1940 Act. In addition, if the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, that provision
will be deemed to incorporate the effect of that rule, regulation or order.
Otherwise the provisions of this Agreement will be interpreted in accordance
with the substantive laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the day and year first above written.
ISHARES, INC. on behalf of each FUND
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxx X. Xxxxxxxxx
----------------------------------------
Xxx X. Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
Title: Managing Director
[Signature page to Master Advisory Fee Waiver Agreement]
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SCHEDULE A
(all percentages are expressed as a percentage of average daily net assets):
Contractual Last Day of
Fund Advisory Fee Advisory Fee Waiver Term
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iShares MSCI Emerging Markets Index 0.72% With respect to each such Fund, an June 30, 2011
Fund amount equal to the aggregate
Acquired Fund Fees and Expenses (as
defined by the SEC in the
instructions to form N-1A), if any,
attributable to investments by such
Fund in other series of iShares
Trust and iShares, Inc.
ISHARES, INC. on behalf of each FUND BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx Xxx X. Xxxxxxxxx
Title: President and Chief Executive Title: Managing Director
Officer
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Title: Managing Director
Approved by the Board of Directors of iShares, Inc. on June 16-17, 2009.
