EXHIBIT (d.1)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated December 1, 2009, between iShares
Trust (the "Trust") a business trust organized under the laws of the State of
Delaware, and BlackRock Fund Advisors a corporation organized under the laws of
the State of California (the "Adviser").
WHEREAS, the Adviser is engaged in the business of rendering investment
management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Trust is an investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Trust offers shares representing interests in each of the
separate series listed on Schedule A attached hereto (each, a "Fund" and
collectively, the "Funds");
WHEREAS, the Trust desires to appoint the Adviser to serve as the
investment adviser with respect to each of the Funds;
WHEREAS, the Trust may, from time to time, offer shares representing
interests in one or more additional series (each, an "Additional Fund" and
collectively, the "Additional Funds");
WHEREAS, the Trust may desire to appoint the Adviser as the investment
adviser with respect to one or more of the "Additional Funds" (each such
Additional Fund when added to Schedule A hereto being referred to herein
individually as a "Fund " and included in the term, the "Funds");
WHEREAS, the Adviser is willing to provide management and investment
advisory services to the Funds on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
out in this Agreement, the Trust and the Adviser agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
(a) Investment Description. Each Fund will invest and reinvest its assets
in accordance with the investment objective(s), policies and limitations
specified in the prospectus (the "Prospectus") relating to such Fund filed with
the Securities and Exchange Commission (the "SEC") as part of the Fund's
Registration Statement on Form N-1A, as it may be periodically amended or
supplemented and in accordance with exemptive orders and no-action letters
issued to the Trust by the SEC and its staff.
(b) Appointment of Adviser. The Trust, on behalf of each Fund, hereby
employs the Adviser to act as the manager and investment adviser of each Fund
and to furnish, or arrange for
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its affiliates or other subadvisers to furnish, the management and investment
advisory services described below, subject to the policies of, review by and
overall control of the Board of Trustees of the Trust (the "Board" or the
"Trustees"), for the period and on the terms and conditions set forth in this
Agreement. The Adviser hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations set out in this Agreement for the
compensation provided for herein. The Adviser and its affiliates for all
purposes herein shall be deemed to be independent contractors and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Funds in any way or otherwise be deemed agents of the Funds.
2. DUTIES OF THE ADVISER
(a) Management and Administrative Services. The Adviser shall perform, or
arrange for the performance of, the management and administrative services
necessary for the operation of each Fund, including administering shareholder
accounts and handling shareholder relations. The Adviser shall provide the Funds
with office space, facilities, equipment and necessary personnel and such other
services as the Adviser, subject to review by the Board, from time to time shall
determine to be necessary or useful to perform its obligations under this
Agreement. The Adviser, also on behalf of the Funds, shall conduct relations
with custodians, depositories, transfer agents, pricing agents, dividend
disbursing agents, other shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable. The Adviser generally shall monitor each Fund's compliance with
investment policies and restrictions as set forth in filings made by the Fund
under the federal securities laws. The Adviser shall make reports to the Board
of its performance of obligations hereunder and furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Funds as it shall determine to be desirable.
(b) Investment Advisory Services. Subject to the supervision, direction and
approval of the Board, the Adviser will conduct, or cause to be conducted, a
continual program of investment, evaluation, sale, and reinvestment of each
Fund's assets. Subject to paragraph (c) below, the Adviser is authorized, in its
sole discretion, to: (i) obtain and evaluate pertinent economic, financial, and
other information affecting each Fund and its investment assets as such
information relates to securities or other financial instruments that are
purchased for or considered for purchase by the Funds; (ii) make investment
decisions for the Funds; (iii) place purchase and sale orders for portfolio
transactions on behalf of the Funds and manage otherwise uninvested cash assets
of the Funds; (iv) arrange for the pricing of Fund securities; (v) execute
account documentation, agreements, contracts and other documents as may be
requested by brokers, dealers, counterparties and other persons in connection
with the Adviser's management of the assets of the Funds (in such respect, and
only for this limited purpose, the Adviser will act as the Funds' agent and
attorney-in-fact); (vi) employ professional portfolio managers and securities
analysts who provide research and other services to the Funds; and (vii) make
decisions with respect to the use by the Funds of borrowing for leverage or
other investment purposes as consistent with the Fund's investment objective(s)
and policies. The Adviser will in general take such action as is appropriate to
effectively manage each Fund's investment practices.
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In addition:
(1) The Adviser will maintain and preserve the records specified in Section
17 of this Agreement and any other records related to each Fund's transactions
as are required under any applicable state or federal securities law or
regulation, including: the 1940 Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Advisers Act.
(2) The Adviser will comply with procedures of the Board ("Board
Procedures") provided to the Adviser by the Trust. The Adviser will notify the
Trust as soon as reasonably practicable upon detection of any material breach of
such Board Procedures with respect to any Fund.
(3) The Adviser will maintain a written code of ethics (the "Code of
Ethics") that it reasonably believes complies with the requirements of Rule
17j-1 under the 1940 Act ("Rule 17j-1"), a copy of which will be provided to the
Trust, and will institute procedures reasonably necessary to prevent any "Access
Person" (as defined in Rule 17j-1) from violating its Code of Ethics. The
Adviser will follow such Code of Ethics in performing its services under this
Agreement. Further, the Adviser represents that it has policies and procedures
regarding the detection and prevention of the misuse of material, nonpublic
information by the Adviser and its employees, a copy of which it will provide to
the Trust upon any reasonable request. The Adviser shall ensure that its
employees will comply in all material respects with the provisions of Section 16
of the Exchange Act, and to cooperate reasonably with the Trust for purposes of
filing any required reports with the SEC or such other regulator having
appropriate jurisdiction.
(4) The Adviser will manage, or cause to be managed, the investment and
reinvestment of the assets of each Fund in a manner consistent with each Fund's
investment objectives and policies as stated in its Prospectus. The Adviser also
will manage, or cause to be managed, the investments of each Fund in a manner
consistent with any and all applicable investment restrictions (including
diversification requirements, if applicable) contained in the 1940 Act and the
rules and regulations under the 1940 Act, any exemptive orders issued by the SEC
applicable to the Funds or any SEC staff no-action letter applicable to the
Funds, and any applicable state securities law or regulation. The Trust will
provide the Adviser with copies of any such SEC exemptive orders or SEC staff
no-action letters. The Adviser shall perform quarterly and annual tax compliance
tests with respect to each Funds' compliance with the diversification
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
(the "Code"), if applicable, and promptly furnish reports of such tests to any
Subadviser (as defined below) after each quarter end to ensure that each Fund is
in compliance with the Code, if applicable. The Adviser agrees to perform its
duties hereunder in complete compliance with the Funds' policies and procedures
adopted pursuant to Rule 38a-1 of the 1940 Act, and the Adviser's duties and
obligations of Rule 206(4)-7 under the Advisers Act, including providing the
Chief Compliance Officer of the Trust and/or the Board with such information,
reports and certifications as they may reasonably request.
(c) Subadvisers. In carrying out its responsibilities hereunder, the
Adviser may, in its sole discretion to the extent permitted by applicable law,
any exemptive orders issued by the
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SEC applicable to the Funds or any SEC staff no-action letter applicable to the
Funds, employ, retain or otherwise avail itself of the services of other persons
or entities (a "Subadviser") at the Adviser's own cost and expense, including
without limitation, affiliates of the Adviser, on such terms as the Adviser
shall determine to be necessary, desirable or appropriate. Retention of one or
more Subadvisers, or the employment or retention of other persons or entities to
perform services, shall in no way reduce the responsibilities or obligations of
the Adviser under this Agreement and the Adviser shall be responsible for all
acts and omissions of such Subadvisers, or other persons or entities, in
connection with the performance of the Adviser's duties hereunder unless
otherwise agreed by the parties.
3. INFORMATION AND REPORTS
(a) The Adviser will keep the Trust informed of developments relating to
its duties as investment adviser of which the Adviser has, or should have,
knowledge that would materially affect the Funds. In this regard, the Adviser
will provide the Trust and its officers with such periodic reports concerning
the obligations the Adviser has assumed under this Agreement as the Trust may
from time to time reasonably request. Additionally, upon the request of the
Board, prior to each Board meeting, the Adviser will provide the Board, or cause
any Subadviser to provide the Board, with reports regarding the management of
the Funds during the most recently completed quarter, including certifications
that each Fund is in compliance with its respective investment objectives and
practices, the 1940 Act and applicable rules and regulations thereunder, and the
requirements of Subchapter M of the Code, if applicable, and other information
in such form as may be mutually agreed upon by the Adviser and the Trust. The
Adviser also will certify quarterly to the Trust that it and its Advisory
Persons have complied materially with the requirements of Rule 17j-1 during the
previous quarter or, if not, explain what the Adviser has done to seek to ensure
such compliance in the future. Annually, the Adviser will furnish a written
report, which complies with the requirements of Rule 17j-1 and Rule 38a-1,
concerning the Adviser's Code of Ethics and compliance program, respectively, to
the Trust. Upon written request of the Fund with respect to violations of the
Code of Ethics directly affecting any Fund, the Adviser will permit
representatives of the Trust to examine reports (or summaries of the reports)
required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of
Ethics.
(b) The Adviser will provide the Trust with any information reasonably
requested regarding its management of the Funds required for any shareholder
report, amended registration statement, or prospectus supplement to be filed by
the Trust with the SEC. The Adviser will promptly inform the Trust if any
information in a Fund's Prospectus or Statement of Additional Information, as
amended from time to time ("SAI"), to the Adviser's knowledge is (or will
become) inaccurate or incomplete.
4. STANDARD OF CARE
The Adviser will exercise its best judgment and will act in good faith and
use reasonable care and in a manner consistent with applicable federal and state
laws and regulations in rendering the services it agrees to provide under this
Agreement.
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5. ADVISER'S DUTIES REGARDING FUND TRANSACTIONS
(a) Placement of Orders. The Adviser will take, or cause to be taken, all
actions that it considers necessary to implement the investment policies of the
Funds, and, in particular, to place all orders for the purchase or sale of
securities or other investments for the Funds with brokers or dealers that the
Adviser, in its sole discretion, selects. To that end, the Adviser is authorized
as the Funds' agent to give instructions to the Funds' custodian as to
deliveries of securities or other investments and payments of cash for the
Funds' account. In connection with the selection of brokers or dealers and the
placement of purchase and sale orders, the Adviser is subject to the supervision
of the Board and is directed at all times to seek to obtain best execution and
price within the policy guidelines determined by the Board and set out in each
Fund's current Prospectus or SAI, subject to provisions (b), (c) and (d) of this
Section 5.
(b) Selection of Brokers and Dealers. To the extent permitted by the policy
guidelines set out in each Fund's current Prospectus or SAI, in connection with
the selection of brokers and dealers to execute portfolio transactions, in
seeking the best overall terms available, the Adviser is authorized to consider
not only the available prices and rates of brokerage commissions, but also other
relevant factors, which may include, without limitation: the execution
capabilities of the brokers and dealers; the research, custody, and other
services provided by the brokers and dealers that the Adviser believes will
enhance its general portfolio management capabilities; the size of the
transaction; the difficulty of execution; the operational facilities of these
brokers and dealers; the risk to a broker or dealer of positioning a block of
securities; and the overall quality of brokerage and research services provided
by the brokers and dealers. In connection with the foregoing, the Adviser is
specifically authorized to pay those brokers and dealers who provide brokerage
and research services to the Trust a higher commission than that charged by
other brokers and dealers if the Adviser determines in good faith that the
amount of the commission is reasonable in relation to the value of the brokerage
and research services provided. The Trust acknowledges that any such research
may be useful in connection with other accounts managed by the Adviser. The
execution of such transactions will not be considered to represent an unlawful
breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. On an ongoing basis, but not less often than
annually, the Adviser will identify and provide a written description to the
Board of all "soft dollar" arrangements that the Adviser maintains with respect
to the Funds or with brokers or dealers that execute transactions for the Funds,
if any, and of all research and other services provided to the Adviser by a
broker or dealer (whether prepared by such broker or dealer or by a third
party), if any, as a result, in whole or in part, of the direction of Fund
transactions to the broker or dealer.
(d) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security or other financial instrument to be in the best
interest of a Fund, as well as other clients, the Adviser is authorized, but not
required, to aggregate purchase and sale orders for securities or other
financial instruments held (or to be held) by that Fund with similar orders
being made on the same day for other client accounts or portfolios that the
Adviser manages. When an order is so aggregated, the Adviser may allocate the
recommendations or transactions among all accounts and portfolios for whom the
recommendation is made or transaction is
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effected on a basis that the Adviser reasonably considers equitable and
consistent with its fiduciary obligations to the Fund and its other clients. The
Adviser and the Funds recognize that in some cases this procedure may adversely
affect the size of the position obtainable for a Fund.
6. COMPENSATION
(a) For the services to be provided by the Adviser hereunder with respect
to each Fund, the Trust shall pay to the Adviser an annual investment advisory
fee equal to the amount set forth on Schedule A attached hereto of the average
daily value of each Fund's net assets. Schedule A shall be amended from time to
time to reflect the addition and/or termination of any Fund as a Fund hereunder
and to reflect any change in the advisory fees payable with respect thereto. All
fees payable hereunder shall be accrued daily and paid periodically on a
Schedule approved by the Board, but no less frequently than quarterly.
In case of commencement or termination of this Agreement with respect to
any Fund during any calendar month, the fee with respect to such Fund for that
month shall be reduced proportionately based upon the number of calendar days
during which it is in effect, and the fee shall be computed upon the average
daily net assets of such Fund for the days during which it is in effect.
(b) For the purpose of determining fees payable to the Adviser, the value
of a Fund's net assets will be computed at the times and in the manner specified
in the Fund's current Prospectus or SAI, and on days on which the net assets are
not so determined, the net asset value computation to be used will be as
determined on the immediately preceding day on which the net assets were
determined.
7. EXPENSES
(a) The Adviser. Except as otherwise provided in Section 7(b) of this
Agreement, the Adviser agrees to pay all expenses incurred by the Trust.
(b) The Funds. The Trust, on behalf of each Fund, on a Fund-by-Fund basis
out of the assets of the particular Fund for which an expense relates, agrees to
pay all of the following expenses incurred by such Fund (i) interest and taxes
(including, but not limited to, income, excise, transfer and withholding taxes);
(ii) expenses of the Fund incurred with respect to the acquisition and
disposition of portfolio securities and the execution of portfolio transactions,
including brokerage commissions; (iii) expenses incurred in connection with any
distribution plan adopted by the Trust in compliance with Rule 12b-1 under the
1940 Act, including distribution fees; (iv) the advisory fee payable to the
Adviser hereunder; and (v) litigation expenses and any extraordinary expenses
(in each case as determined by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act)).
8. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Trust understands that the Adviser and its affiliates now act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts,
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and as an investment manager or adviser to other investment companies, including
any offshore entities or private accounts. The Funds have no objection to the
Adviser and its affiliates so acting. The Funds recognize that in some cases
this procedure may adversely affect the size of the position obtainable for the
Funds and understand that the persons employed by the Adviser to assist in the
performance of the Adviser's duties under this Agreement may not devote their
full time to such service, and that nothing contained in this Agreement will be
deemed to limit or restrict the right of the Adviser to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature. This Agreement will not in any way limit or restrict the Adviser or any
of its directors, officers, employees, or agents from buying, selling or trading
any securities or other investment instruments for its or their own account or
for the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by the
Adviser of its duties and obligations under this Agreement and such activities
are not otherwise prohibited by applicable law.
9. AFFILIATED BROKERS
The Adviser or any of its affiliates may act as broker or agent in
connection with the purchase or sale of securities or other investments for the
Funds, subject to: (i) the requirement that the Adviser seek to obtain best
execution and price within the policy guidelines determined by the Board and set
out in each Fund's current Prospectus or SAI; (ii) the provisions of the 1940
Act and the Advisers Act; (iii) the provisions of the Exchange Act, including,
but not limited to, Section 11(a) thereof; and (iv) other provisions of
applicable law. These brokerage services are not within the scope of the duties
of the Adviser under this Agreement. Subject to the requirements of applicable
law and any procedures adopted by the Board, the Adviser or its affiliates may
receive brokerage commissions, fees or other remuneration from the Funds for
these services in addition to the Adviser's fees for services under this
Agreement.
10. CUSTODY
Nothing in this Agreement will require the Adviser to take or receive
physical possession of cash, securities, or other investments of any Fund.
11. TERM OF AGREEMENT; TERMINATION OF AGREEMENT; AMENDMENT OF AGREEMENT
(a) Term. This Agreement will become effective on the date hereof (the
"Effective Date"), and, unless terminated in accordance with its terms, will
continue for an initial two-year term and thereafter so long as such continuance
is specifically approved at least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, with
respect to any Fund (i) by the Board or by vote of holders of a majority of the
outstanding shares of the Fund upon sixty (60) days' written notice to the
Adviser, and (ii) by the Adviser upon sixty (60) days' written notice to the
Fund. This Agreement also will terminate automatically in the event of its
assignment.
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(c) Amendment. This Agreement may be amended by the parties only if the
amendment is specifically approved by: (i) a majority of those Trustees of the
Trust who are not parties to this Agreement or "interested persons" of any party
cast in person at a meeting called for the purpose of voting on the Agreement's
approval; and (ii) if required by applicable law, the vote of a majority of the
outstanding shares of the Fund.
12. REPRESENTATIONS AND COVENANTS OF THE TRUST
The Trust represents and covenants to the Adviser as follows:
(a) The Trust is a trust that is validly existing and in good standing
under the laws of the State of Delaware. Each Fund is a duly
established, separate series of the Trust. The Trust is duly
authorized to transact business in the State of Delaware and is
qualified to do business in all jurisdictions in which it is required
to be so qualified, except jurisdictions in which the failure to so
qualify would not have a material adverse effect on the Trust or any
Fund. The Trust is registered as an open-end management investment
company under the 1940 Act, and its registration with the SEC as an
investment company under the 1940 Act is in full force and effect, and
each Fund's shares are (or will be prior to commencing operations with
respect to any Additional Funds) registered under the Securities Act
of 1933, as amended, and under any applicable state securities laws.
(b) The execution, delivery and performance by the Trust, on behalf of the
Funds, of this Agreement are within the Trust's powers and have been
duly authorized by all necessary actions of the Board, and the
execution, delivery and performance of this Agreement by the parties
to this Agreement do not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii) the Trust's
governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon the Trust or any Fund.
13. REPRESENTATIONS AND COVENANTS OF THE ADVISER
The Adviser represents and covenants to the Trust as follows:
(a) It is duly organized and validly existing under the laws of the State
of California with the power to own and possess its assets and carry
on its business as this business is now being conducted.
(b) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its board of
directors, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance of this Agreement
by the parties to this Agreement, and the execution, delivery and
performance of this Agreement by the parties to this Agreement does
not contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the
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Adviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instruments binding upon the
Adviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and will continue to seek to meet for the duration of this
Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services
contemplated by this Agreement.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered or licensed as an investment adviser
under the laws of those jurisdictions in which its activities require
it to be so registered or licensed, and (iii) will promptly notify the
Trust of the occurrence of any event that would disqualify it from
serving as an investment adviser to an investment company pursuant to
Section 9(a) of the 1940 Act.
(f) It has provided the Trust with a copy of its Form ADV and will,
promptly after making any amendment to its Form ADV, furnish a copy of
such amendment to the Trust. The information contained in the
Adviser's Form ADV is accurate and complete in all material respects
and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which
they were made, not misleading.
(g) It will carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law,
governing its activities; (ii) each Fund's investment objective,
policies, and restrictions, as set out in the Prospectus and SAI, as
amended from time to time; (iii) the applicable exemptive orders or
no-action letters issued by the SEC or its staff governing the Funds,
as such orders or letters may be amended from time to time; (iv) the
provisions of the governing documents of the Trust, as such documents
are amended from time to time; and (v) any policies or directives as
the Board may from time to time establish or issue and communicate to
the Adviser in writing. The Trust, on behalf of the Funds, will
promptly notify the Adviser in writing of changes to (ii), (iii), (iv)
or (v) above.
(h) It will treat confidentially and as proprietary information of the
Funds all records and other information relative to the Funds, and the
Funds' prior, current or potential shareholders, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by each Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Adviser may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Funds.
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(i) It is not the subject of any proceeding, investigation or inquiry
brought by the SEC, Financial Industry Regulatory Authority ("FINRA")
(or any other self-regulatory organization) or any other federal or
state regulator with respect to the types of services for which it is
being appointed herein or which could have a material impact on its
ability to fully perform any of the services to be rendered hereunder.
14. LIMITATION OF LIABILITY OF ADVISER
Neither the Adviser nor its directors, officers, employees, agents or
controlling persons or assigns shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust, any Fund or its
shareholders in connection with the matters to which this Agreement relates;
provided, however, that no provision of this Agreement shall be deemed to
protect the Adviser against any liability to the Trust, any Fund or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in the performance of its duties or
the reckless disregard of its obligations and duties under this Agreement.
15. NO LIABILITY OF OTHER FUNDS
This Agreement is made by the Trust, on behalf of its Funds, pursuant to
authority granted by the Trustees, and the obligations created hereby are not
binding on any of the Trustees or shareholders of the Funds individually, but
bind only the property of that Fund and no other Funds of the Trust.
16. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS
The parties to this Agreement each agree to cooperate in a reasonable
manner with each other in the event that any of them should become involved in a
legal, administrative, judicial or regulatory action, claim, or suit as a result
of performing its obligations under this Agreement.
17. RECORDS
(a) Maintenance of Records. The Adviser hereby undertakes and agrees to
maintain for the Trust, in the form and for the period required by Rule 31a-2
under the 1940 Act, all records relating to the Funds' investments that are
required to be maintained by the Funds pursuant to the 1940 Act with respect to
the Adviser's responsibilities under this Agreement (the "Funds' Books and
Records").
(b) Ownership of Records. The Adviser agrees that the Funds' Books and
Records are the Trust's property and further agrees to surrender them promptly
to the Trust upon the request of the Trust; provided, however, that the Adviser
may retain copies of the Funds' Books and Records at its own cost. The Funds'
Books and Records will be made available, within two (2) business days of a
written request, to the Funds' accountants or auditors during regular business
hours at the Adviser's offices. The Trust or its authorized representatives will
have the right to copy any records in the Adviser's possession that pertain to
any Fund. These books,
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records, information, or reports will be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this Agreement, the Funds' Books
and Records will be returned to the Trust. The Adviser agrees that the policies
and procedures it has established for managing the Funds, including, but not
limited to, all policies and procedures designed to ensure compliance with
federal and state regulations governing the adviser/client relationship and
management and operation of the Funds, will be made available for inspection by
the Fund or its authorized representatives upon reasonable written request
within not more than two (2) business days.
18. USE OF THE "ISHARES" NAME
The Adviser has consented to the use by the Trust of the name or
identifying word "iShares" in the name of the Trust and each Fund. Such consent
is conditioned upon the employment of the Adviser or an affiliate as the
investment adviser to the Fund. The name or identifying word "iShares" may be
used from time to time in other connections and for other purposes by the
Adviser and any of its affiliates. The Adviser may require the Trust and the
Funds to cease using "iShares" in the name of the Trust and the Funds if the
Funds cease to employ, for any reason, the Adviser, any successor thereto or any
affiliate thereof as investment adviser of the Fund.
19. SURVIVAL
All representations and warranties made by the Adviser and the Trust, on
behalf of the Funds, in this Agreement will survive for the duration of this
Agreement and the parties to this Agreement will notify each other in writing
immediately upon becoming aware, but in no event later than five (5) days after
becoming aware, that any of the foregoing representations and warranties are no
longer true.
20. GOVERNING LAW
This Agreement will be governed by, construed under and interpreted and
enforced in accordance with the laws of the state of New York, without regard to
principles of conflicts of laws.
21. SEVERABILITY
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall not
be affected thereby.
22. DEFINITIONS
The terms "assignment," "affiliated person," and "interested person," when
used in this Agreement, will have the respective meanings specified in Section
2(a) of the 1940 Act. The term "majority of the outstanding shares" means the
lesser of (a) sixty-seven percent (67%) or more of the shares present at a
meeting if more than fifty percent (50%) of these shares are
11
present or represented by proxy, or (b) more than fifty percent (50%) of the
outstanding shares. The term "including" means "including without limitation."
23. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, and all of such counterparts together will
constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the date first above written.
ISHARES TRUST
By: /s/ Xxxx Xxx
----------------------------------------
Name: Xxxx Xxx
Title: Chief Financial Officer of
iShares Trust
BLACKROCK FUND ADVISORS
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
SCHEDULE A
