Exhibit (d.5)
Fee Waiver Agreement
Reference is made to the investment advisory agreement by and between Barclays
Global Fund Advisors ("BGFA") and iShares Trust (the "Advisory Agreement"),
pursuant to which BGFA provides investment advisory services to, and receives
compensation for such services from, the following series of iShares Trust
(each, a "Target Fund"), at the rates set forth in the Advisory Agreement (each,
an "Advisory Fee"):
iShares S&P Conservative Allocation Fund;
iShares S&P Moderate Allocation Fund;
iShares S&P Growth Allocation Fund;
iShares S&P Aggressive Allocation Fund;
iShares S&P Target Date Retirement Income Index Fund;
iShares S&P Target Date 2010 Index Fund;
iShares S&P Target Date 2015 Index Fund;
iShares S&P Target Date 2020 Index Fund;
iShares S&P Target Date 2025 Index Fund;
iShares S&P Target Date 2030 Index Fund;
iShares S&P Target Date 2035 Index Fund; and
iShares S&P Target Date 2040 Index Fund.
BGFA hereby agrees to waive a portion of the Advisory Fee it is entitled to
receive from each Target Fund, in an amount equal to 0.14%.
This agreement is not part of the Advisory Agreement and is not subject to the
amendment, continuation, and termination provisions of the Advisory Agreement.
This agreement is effective as of September 24, 2008 and shall remain in effect
until October 31, 2009, unless earlier terminated by the written agreement of
iShares Trust and BGFA. The term of this agreement may be extended only by
mutual consent of the parties.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed by their
respective officers as of the day and year first written above.
BARCLAYS GLOBAL FUND ADVISORS ISHARES TRUST
By: /s/ Raman Suri By: /s/ Xxxxxxx X. Xxxxxx
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Name: Raman Suri Name: Xxxxxxx X. Xxxxxx
Title: Managing Director Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
