Exhibit e.3
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iShares Trust
FORM OF
AUTHORIZED PARTICIPANT AGREEMENT
This Authorized Participant Agreement (the "Agreement") is entered into by
and between SEI Investments Distribution Co. (together with its affiliates, the
"Distributor") and __________________________________ (the "Participant") and is
subject to acceptance by Investors Bank & Trust Company ("IBT" or the "Transfer
Agent").
WHEREAS, The Distributor serves as the principal underwriter of the iShares
Trust (the "Fund") acting on an agency basis in connection with the sale and
distribution of shares of beneficial interest (sometimes referred to as
"iShares/SM/"), of each iShares Index Series of the Fund (each, an "Index
Series"); and
WHEREAS, The Transfer Agent serves as the transfer agent for the Fund and
is an Index Receipt Agent as that term is defined in the rules of the NSCC; and
WHEREAS, The iShares of any Index Series offered by the Fund may be
purchased or redeemed only by or through a Participant who has entered into an
Authorized Participant Agreement; and
WHEREAS, The Distributor, the Transfer Agent and the Participant
acknowledge and agree that the Fund shall be a third party beneficiary of this
Agreement and shall receive the benefits contemplated by this Agreement to the
extent specified herein.
NOW THEREFORE, The parties hereto in consideration of the premises and of
the mutual agreements contained herein agree as follows:
1. ORDERS FOR PURCHASE AND REDEMPTION
a. Creation Units. The iShares of any Index Series offered by the Fund may
be purchased or redeemed only in aggregations of a specified number of
iShares referred to herein as a "Creation Unit". The Participant is
hereby authorized to purchase and redeem Creation Units of any Index
Series listed in the Prospectus except those Index Series set forth in
Annex I, which may be revised from time to time.
b. Procedures for Orders. The Participant may purchase and/or redeem
Creation Units of iShares through (i) the iShares Clearing Process, (ii)
the facilities of DTC, or (iii) the iShares Foreign Fund Clearing
Process. The procedures for placing and processing an order to purchase
iShares (each a "Purchase Order") and a request to redeem iShares (each a
"Redemption Request") (together, referred to as "Orders") are described
in the Fund's Prospectus and in the iShares Procedures Handbook, which
shall be provided to the Participant from time to time. All Orders shall
be made in accordance with the terms and procedures set forth in the
Prospectus and iShares Procedures Handbook, as amended from time to time.
Each party hereto agrees to comply with the provisions of such documents
to the extent applicable to it. The Fund reserves the right to issue
additional
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or other procedures relating to the manner of purchasing or redeeming
Creation Units, and the Participant agrees to comply with such procedures
as may be issued from time to time.
c. NSCC Authorization. Solely with respect to Orders through the iShares
Clearing Process, the Participant, as a Participating Party, hereby
authorizes the Transfer Agent to transmit to the NSCC on behalf of the
Participant such instructions, including amounts of the Deposit
Securities and Cash Components as are necessary, consistent with the
instructions issued by the Participant to the Distributor. The
Participant agrees to be bound by the terms of such instructions issued
by the Transfer Agent and reported to NSCC as though such instructions
were issued by the Participant directly to NSCC.
d. Consent to Recording. It is contemplated that the phone lines used by the
Distributor, the Fund or their affiliated persons will be recorded, and
the Participant hereby consents to the recording of all calls with any of
those parties.
e. Irrevocability. The Fund reserves the absolute right to reject any Order
transmitted to it by the Distributor. Once accepted, all Orders are
irrevocable.
2. EXECUTION OF PURCHASE ORDERS
a. Fund Deposit. To effect the purchase of a Creation Unit, the Participant
agrees on behalf of itself and any Participant Client to deliver to the
Fund a Fund Deposit plus a purchase transaction fee as described in the
Prospectus, which shall be determined by the Fund in its sole discretion.
The Fund Deposit shall consist of the requisite Deposit Securities and a
Cash Component. The Fund may permit or require the substitution of an
amount of cash to be added to the Cash Component to replace any Deposit
Security. The Fund may, in its sole discretion, accept collateral in
anticipation of delivery of all or a portion of the requisite Deposit
Securities. Under certain circumstances, the Fund may use such cash or
collateral to purchase Deposit Securities. The Participant shall be
responsible for any and all expenses and costs incurred by the Fund in
connection with any Purchase Orders.
b. Title to Securities; Restricted Shares. The Participant represents on
behalf of itself and any Participant Client that upon delivery of a
portfolio of Deposit Securities to the Custodian and/or the relevant
subcustodian in accordance with the terms of the Prospectus, the Fund
will acquire good and unencumbered title to such securities, free and
clear of all liens, restrictions, charges, duties imposed on the transfer
of assets and encumbrances and not subject to any adverse claims,
including, without limitation, any restriction upon the sale or transfer
of such securities imposed by (i) any agreement or arrangement entered
into by the Participant or any Participant Client, or (ii) any provision
of the 1933 Act, and any regulations thereunder (except that portfolio
securities of issuers other than U.S. issuers shall not be required to
have been registered under the 1933 Act if exempt from such
registration), or of the applicable laws or regulations of any other
applicable jurisdiction and (iii) no such securities are "restricted
securities" as such term is used in Rule 144(a)(3)(i) promulgated under
the 1933 Act.
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c. Corporate Actions. With respect to any Purchase Order, the Fund
acknowledges and agrees to return to the Participant or the Participant
Client any dividend, distribution or other corporate action paid to the
Fund in respect of any Deposit Security that is transferred to such party
that, based on the valuation of such Deposit Security at the time of
transfer, should have been paid to the Participant or the Participant
Client.
d. Cash Component, Cash Amount and Creation Fees. The Participant hereby
agrees that as between the Fund and itself or any Participant Client, it
will make available or transfer funds for each purchase of iShares an
amount of cash sufficient to pay the Cash Component plus any other
amounts of cash due to the Fund in connection with the purchase of any
Creation Unit of iShares (including the purchase transaction fee and the
additional variable charge for cash purchases (when, in the sole
discretion of the Fund, cash purchases are available or specified)) (the
"Cash Amount"). Computation of the Cash Amount shall exclude any stamp
duty and other similar fees and expenses payable upon the transfer of
beneficial ownership of the Deposit Securities, which shall be the sole
the responsibility of the Participant and not of the Fund. The
Participant hereby agrees to ensure that the Cash Amount will be received
by the Fund on or before the Contractual Settlement Date.
3. EXECUTION OF REDEMPTION REQUESTS
a. Creation Units. To effect the redemption of a Creation Unit of an Index
Series, the Participant agrees on behalf of itself and any Participant
Client to deliver to the Fund the requisite number of iShares comprising
the number of Creation Units being redeemed. Except when aggregated in
Creation Units, iShares of any Index Series are not redeemable. The Fund
may permit the Participant to redeem a Creation Unit when the Participant
is unable to deliver all or part of a Creation Unit. Proceeds of a
redemption of a Creation Unit shall consist of Fund Securities and an
specified amount of cash as determined by the Fund in its sole discretion
("Cash Redemption Amount"), less a redemption transaction fee. In certain
circumstances, the Participant may be required to pay the Index Series
cash to the extent that the Fund Securities have a value greater than the
net asset value of the iShares.
b. Delivery of Collateral or iShares. The Participant understands and agrees
that in the event collateral or iShares are not transferred to the Fund,
a Redemption Request may be rejected by the Fund and the Participant will
be solely responsible for all costs incurred by the Fund or the
Distributor related to the rejected Order.
c. Legal and Beneficial Ownership. The Participant represents and warrants
that it will not attempt to place a Redemption Request for the purpose of
redeeming any Creation Unit of iShares of any Index Series unless it
first ascertains that it or the Participant Client, as the case may be,
owns outright or has full legal authority and legal and beneficial right
to tender for redemption the requisite number of iShares of the relevant
Index Series to be redeemed and to the entire proceeds of the redemption
and that such iShares have not been loaned or pledged to another party
and are not the subject of a repurchase agreement, securities lending
agreement or any other arrangement that would preclude
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the delivery of such iShares to the Transfer Agent in accordance with the
Prospectus or as otherwise required by the Fund.
d. Corporate Actions. With respect to any Redemption Request, the
Participant on behalf of itself and any Participant Client acknowledges
and agrees to return to the Fund any dividend, distribution or other
corporate action paid to it or a Participant Client in respect of any
Fund Security that is transferred to the Participant or any Participant
Client that, based on the valuation of such Fund Security at the time of
transfer, should have been paid to the Index Series. The Fund is entitled
to reduce the amount of money or other proceeds due to the Participant or
any Participant Client by an amount equal to any dividend, distribution
or other corporate action to be paid to the Participant or to the
Participant Client in respect of any Fund Security that is transferred to
the Participant or any Participant Client that, based on the valuation of
such Fund Security at the time of transfer, should be paid to the Index
Series.
e. Cash Amount and Redemption Fees. The Fund may impose in its sole
discretion a redemption transaction fee and additional variable charges
as set forth in the Prospectus on any Redemption Request by the
Participant. The Participant shall be responsible for any and all
expenses and costs incurred in connection with any Redemption Requests.
f. Australian and New Zealand Holders. In the case of a resident Australian
or New Zealand Beneficial Owner, notwithstanding the foregoing, the
Participant understands and agrees that such Beneficial Owner is only
entitled to receive cash upon its redemption of Creation Units of
iShares. In the Redemption Request, the Participant will be required to
confirm that an in-kind redemption request has not been submitted on
behalf of a Beneficial Owner who is an Australian or New Zealand
resident.
4. BENEFICIAL OWNERSHIP LIMITATION. The Participant represents and warrants to
the Distributor and the Fund that (based upon the number of outstanding
iShares of such Index Series made publicly available by the Fund) it does
not, and will not in the future, hold for the account of any single
Beneficial Owner of iShares of the relevant Index Series eighty percent
(80%) or more of the currently outstanding iShares of such relevant Index
Series, so as to cause the Fund to have a basis in the portfolio securities
deposited with the Fund with respect to such Index Series different from the
market value of such portfolio securities on the date of such deposit,
pursuant to section 351 of the Code. The Participant agrees that the
confirmation relating to any order for one or more Creation Units of iShares
of an Index Series shall state as follows: "Purchaser represents and
warrants that, after giving effect to the purchase of iShares to which this
confirmation relates, it will not hold eighty percent (80%) or more of the
outstanding iShares of the relevant Index Series of the Fund and that it
will not treat such purchase as eligible for tax-free treatment under
section 351 of the Code. If purchaser is a dealer, it agrees to deliver
similar written confirmations to any person purchasing any of the iShares to
which this confirmation relates from it." The Fund and its Transfer Agent
and Distributor shall have the right to require information from the
Participant regarding iShares ownership of each Index Series, and to rely
thereon to the extent necessary to make a determination regarding ownership
of eighty percent (80%) or more of the currently outstanding iShares of any
Index Series by a Beneficial Owner as a condition to the acceptance of a
deposit of Deposit Securities.
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5. AUTHORIZED PERSONS
a. Certification. Concurrently with the execution of this Agreement and as
requested from time to time by the Fund and/or Distributor but no less
frequently than annually, the Participant shall deliver to the
Distributor and the Fund, with copies to the Transfer Agent, a
certificate (the form of which is set forth in Annex II) signed by the
Participant's Secretary or other duly authorized official setting forth
the names, e-mail addresses and telephone and facsimile numbers of all
persons authorized to give instructions relating to any activity
contemplated hereby or any other notice, request or instruction on behalf
of the Participant (each an "Authorized Person"). Such certificate may be
accepted and relied upon by the Distributor and the Fund as conclusive
evidence of the facts set forth therein and shall be considered to be in
full force and effect until delivery to the Distributor and the Fund of a
superseding certificate in a form approved by the Fund bearing a
subsequent date.
b. PIN Numbers. The Distributor shall issue to each Participant a unique
personal identification number ("PIN Number") by which such Participant
shall be identified and instructions issued by the Participant hereunder
shall be authenticated. The PIN Number shall be kept confidential and
only provided to Authorized Persons. The Participant may revoke the PIN
Number at any time upon written notice to the Distributor and the Fund,
and the Participant shall be responsible for doing so in the event that
it becomes aware that an unauthorized person has received access to its
PIN Number or has or intends to use the PIN Number in an unauthorized
manner. Upon receipt of such written request, the Distributor shall
promptly de-activate the PIN Number. If a Participant's PIN Number is
changed, the new PIN Number will become effective on a date mutually
agreed upon by the Participant and the Distributor. The Participant
agrees that the Distributor and the Fund shall not be liable, absent
fraud or willful misconduct, for losses incurred by the Participant as a
result of unauthorized use of the Participant's PIN Number.
c. Termination of Authority. Upon the termination or revocation of authority
of such Authorized Person by the Participant, the Participant shall (i)
give immediate written notice of such fact to the Distributor and the
Fund and such notice shall be effective upon receipt by both the
Distributor and the Fund; and (ii) request a new PIN Number. The
Distributor shall promptly de-activate the PIN Number upon receipt of
such written notice.
d. Verification. The Distributor shall assume that all instructions issued
to it using the Participant's PIN Number have been properly placed by
Authorized Persons, unless the Distributor has actual knowledge to the
contrary or the Participant has revoked its PIN Number. The Distributor
shall not verify that an Order is being placed by an Authorized Person.
The Participant agrees that the Distributor shall not be responsible for
any losses incurred by the Participant as a result of an Authorized
Person identifying himself or herself as a different Authorized Person or
an unauthorized person identifying himself or herself as an Authorized
Person, unless the Participant previously submitted written notice to
revoke its PIN Number.
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6. STATUS OF PARTICIPANT
a. Clearing Status. The Participant hereby represents, covenants and
warrants that with respect to (i) all Orders of Creation Units of iShares
of any Index Series, it is a DTC Participant, and (ii) any Order of
Creation Units of iShares of any Index Series initiated through the
iShares Clearing Process, it is a member of NSCC and a participant in the
CNS System of NSCC (a "Participating Party"). Any change in the foregoing
status of the Participant shall terminate this Agreement and the
Participant shall give prompt written notice to the Distributor and the
Fund of such change.
b. Broker-Dealer Status. The Participant hereby represents and warrants
that, unless the following paragraph is applicable to it, it is (i)
registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended, (ii) qualified to act as a broker or dealer in the states or
other jurisdictions where it transacts business, and (iii) a member in
good standing of the NASD. The Participant agrees that it will maintain
such registrations, qualifications, and membership in good standing and
in full force and effect throughout the term of this Agreement. The
Participant further agrees to comply with all applicable Federal laws,
the laws of the states or other jurisdictions concerned, and the rules
and regulations promulgated thereunder and with the Constitution, By-Laws
and Conduct Rules of the NASD, and that it will not offer or sell iShares
of any Index Series of the Fund in any state or jurisdiction where they
may not lawfully be offered and/or sold.
c. Foreign Status. If the Participant is offering and selling iShares of any
Index Series of the Fund in jurisdictions outside the several states,
territories and possessions of the United States and is not otherwise
required to be registered, qualified, or a member of the NASD as set
forth in the preceding paragraph, the Participant nevertheless agrees to
observe the applicable laws of the jurisdiction in which such offer
and/or sale is made, to comply with the full disclosure requirements of
the 1933 Act and the regulations promulgated thereunder and to conduct
its business in accordance with the spirit of the NASD Conduct Rules.
d. Distributor Status. The Participant understands and acknowledges that the
method by which Creation Units of iShares will be created and traded may
raise certain issues under applicable securities laws. For example,
because new Creation Units of iShares may be issued and sold by the Fund
on an ongoing basis, at any point a "distribution", as such term is used
in the 1933 Act, may occur. The Participant understands and acknowledges
that some activities on its part, depending on the circumstances, may
result in its being deemed a participant in a distribution in a manner
which could render it a statutory underwriter and subject it to the
prospectus delivery and liability provisions of the 1933 Act. The
Participant also understands and acknowledges that dealers who are not
"underwriters" but are effecting transactions in iShares, whether or not
participating in the distribution of iShares, are generally required to
deliver a prospectus.
7. ROLE OF PARTICIPANT
a. Independent Contractor. The Participant acknowledges and agrees that for
all purposes of this Agreement, the Participant will be deemed to be an
independent contractor, and
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will have no authority to act as agent for the Fund or the Distributor in
any matter or in any respect. The Participant agrees to make itself and
its employees available, upon request, during normal business hours to
consult with the Fund or the Distributor or their designees concerning
the performance of the Participant's responsibilities under this
Agreement.
b. Rights and Obligations of DTC Participant. In executing this Agreement,
the Participant agrees in connection with any purchase or redemption
transactions in which it acts for a Participant Client or for any other
DTC Participant or indirect participant, or any other Beneficial Owner,
that it shall extend to any such party all of the rights, and shall be
bound by all of the obligations, of a DTC Participant in addition to any
obligations that it undertakes hereunder or in accordance with the
Prospectus.
c. Maintenance of Records. The Participant agrees to maintain records of all
sales of iShares made by or through it and to furnish copies of such
records to the Fund or the Distributor upon the request of the Fund or
the Distributor.
8. MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents,
warrants and agrees that it will not make any representations concerning
iShares other than those contained in the Fund's then current Prospectus or
in any promotional materials or sales literature furnished to the
Participant by the Distributor. The Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to iShares (including, without limitation, promotional
materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar materials),
except such information and materials as may be furnished to the Participant
by the Distributor and such other information and materials as may be
approved in writing by the Distributor. The Participant understands that the
Fund will not be advertised or marketed as an open-end investment company,
i.e., as a mutual fund, which offers redeemable securities, and that any
advertising materials will prominently disclose that the iShares are not
redeemable units of beneficial interest in the Fund. In addition, the
Participant understands that any advertising material that addresses
redemptions of iShares, including the Fund's Prospectus, will disclose that
the owners of iShares may acquire iShares and tender iShares for redemption
to the Fund in Creation Unit aggregations only. Notwithstanding the
foregoing, the Participant may without the written approval of the
Distributor prepare and circulate in the regular course of its business
research reports that include information, opinions or recommendations
relating to iShares (i) for public dissemination, provided that such
research reports compare the relative merits and benefits of iShares with
other products and are not used for purposes of marketing iShares and (ii)
for internal use by the Participant.
9. IRREVOCABLE PROXYa. Appointment of Irrevocable Proxy. The Participant,
from time to time, may be a beneficial owner or an owner of record of an
Index Series. To the extent that it is a beneficial owner of an Index
Series, the Participant does hereby irrevocably appoint the Distributor
as its attorney and proxy with full authorization and power to vote (or
abstain from voting) the Participant's beneficially owned iShares of an
Index Series, which the Participant is or may be entitled to vote at any
meeting of an Index Series held after the date this Agreement is
executed, whether annual or special and
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whether or not an adjourned meeting, or, if applicable, to give written
consent with respect thereto. The Distributor shall mirror vote (or
abstain from voting) the Participant's beneficially owned iShares in the
same proportion as the votes (or abstentions) of other holders of the
corresponding Index Series on any matter, question or resolution
submitted to the vote of shareholders of such Index Series and with
complete independence from and without any regard to any views,
statements or interests of the Participant, its affiliates or any other
person.
x. Xxxxxx of Attorney and Proxy. The Distributor, as attorney and proxy for
the Participant under this paragraph: (i) is hereby given full power of
substitution and revocation; (ii) may act through such agents, nominees
or substitute attorneys as it may from time to time appoint; and (iii)
may provide voting instructions to such agents, nominees or substitute
attorneys in any lawful manner deemed appropriate by it, including in
writing, by telephone, telex, facsimile, electronically (including
through the Internet) or otherwise. The powers of the Distributor as
attorney and proxy under this paragraph shall include (without limiting
its general powers hereunder) the power to receive and waive any notice
of any meeting on behalf of the Participant.
c. Term of Attorney and Proxy. The Distributor shall serve as an irrevocable
attorney and proxy for the Participant under this paragraph for an
initial two-year period, which may be renewed annually thereafter.
However, the Distributor shall serve as an irrevocable attorney and proxy
hereunder only so long as this Agreement remains in effect. This
irrevocable proxy automatically shall terminate with respect to an Index
Series or the Fund as a whole, if the Distributor ceases to act as
Distributor to that Index Series or the Fund, as applicable. The
Distributor may terminate this irrevocable proxy with sixty (60) days
written notice to the Participant.
10. INDEMNIFICATION; LIMITATION OF LIABILITY. This paragraph shall survive the
termination of this Agreement.
a. The Participant hereby agrees to indemnify and hold harmless the
Distributor, the Fund, the Transfer Agent, their 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 Participant
of any provision of this Agreement that relates to the Participant; (ii)
any failure on the part of the Participant to perform any of its
obligations set forth in the Agreement; (iii) any failure by the
Participant to comply with applicable laws, including rules and
regulations of self-regulatory organizations; or (iv) actions of such
Indemnified Party in reliance upon any instructions issued in accordance
with the iShares Procedures Handbook (as may be amended from time to
time) reasonably believed by the Distributor and/or the Transfer Agent to
be genuine and to have been given by the Participant. The Participant and
the Distributor understand and agree that the Fund as a third party
beneficiary to this Agreement is entitled and intends to proceed directly
against the Participant in the event that the Participant fails to honor
any of its obligations pursuant to this Agreement that benefit the Fund.
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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.
d. The Distributor shall not be liable to the Participant 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
Distributor, or (ii) mistakes or errors by or out of interruptions or
delays of communications with the Participant or any Indemnified Party
who is a service provider to the Fund. The Distributor shall be not
liable for any action, representation, or solicitation made by the
wholesalers of the Fund.
11. ACKNOWLEDGMENT. The Participant acknowledges receipt of the Prospectus
and iShares Procedures Handbook and represents it has reviewed such
documents and understands the terms thereof.
12. NOTICES. Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement shall
be given in writing and delivered by personal delivery or by postage prepaid
registered or certified United States first class mail, return receipt
requested, or by telex, telegram or facsimile or similar means of same day
delivery (with a confirming copy by mail). Unless otherwise notified in
writing, all notices shall be at the address or telephone, facsimile or
telex numbers as follows:
DISTRIBUTOR: PARTICIPANT:
Attn: General Counsel Attn:
SEI Investments Distribution Co.
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000-0000
Telephone: (610) Telephone:
Facsimile: (610) Facsimile:
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TRANSFER AGENT AND FUND:
Attn: Xxxxxx Xxxxxxx, Director
Investors Bank and Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000.
Telephone:
Facsimile:
13. COMMENCEMENT OF TRADING. The Participant may not submit an Order pursuant to
this Agreement until five Business Days after effectiveness of this
Agreement or a date agreed upon by the Distributor and the Participant.
14. DEFINITIONS. The capitalized terms used in this Agreement are defined as
follows. Any capitalized terms used herein that are not defined shall have
the meaning set forth in the Prospectus.
a. "1933 Act" means the Securities Act of 1933, as amended.
b. "Affiliated Person" shall have the meaning given to it by Section 2(a) of
the 1940 Act, subject to such exemptions as may be granted by the SEC by
any rule, regulation or order.
c. "Beneficial Owner" shall have the meaning given to it by Rule 16a-1(a)(2)
of the Securities Exchange Act of 1934.
d. "Business Day" shall mean each day the exchange on which an Index Series
is open for regular trading.
e. "Cash Component" means an amount of cash computed as described in the
Prospectus
f. "CNS System" means the Continuous Net Settlement clearing processes of
NSCC.
g. "Code" means the Internal Revenue Code of 1986, as amended.
h. "Contractual Settlement Date" means the date as specified in the
Prospectus upon which delivery of Deposit Securities must be made to the
Fund.
i. "Custodian" means the Fund's custodian, Investors Bank & Trust Co.
j. "Deposit Security" means an in-kind deposit of a designated portfolio of
equity securities as determined in the sole discretion of the Fund.
k. "DTC" means The Depository Trust Company.
l. "Fund Security" means in-kind redemption proceeds of a designated
portfolio of equity securities as determined in the sole discretion of
the Fund.
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m. "iShares Clearing Process" means the Continuous Net Settlement clearing
processes of NSCC, as such processes have been enhanced to effect
purchases and redemptions of Creation Units.
n. "iShares Foreign Fund Clearing Process" means the clearing process for
those Index Series designated "Foreign Funds" in the Prospectus that is
effected through the facilities of DTC, the Custodian and local
subcustodians.
o. "NASD" means the National Association of Securities Dealers, Inc.
p. "NSCC" means the National Securities Clearing Corporation.
q. "Participant Client" means any party on whose behalf the Participant acts
in connection with an Order (whether a customer or otherwise).
r. "iShares Procedures Handbook" means the iShares Trust Purchase and
Redemption Procedures Handbook, as supplemented or amended from time to
time.
s. "Prospectus" means the Fund's current prospectus and statement of
additional information included in its effective registration statement,
as supplemented or amended from time to time.
15. EFFECTIVENESS, TERMINATION AND AMENDMENT. This Agreement shall become
effective in this form upon delivery to and execution by the Distributor.
This Agreement may be terminated at any time by any party upon sixty days
prior written notice to the other parties and may be terminated earlier by
the Fund or the Distributor at any time in the event of a breach by the
Participant of any provision of this Agreement or the procedures described
or incorporated herein. This Agreement supersedes any prior such agreement
between or among the parties. This Agreement may be amended by the Fund or
the Distributor from time to time without the consent of the Participant or
any Beneficial Owner by the following procedure. The Fund or the Distributor
will mail a copy of the amendment to the Participant and the Fund or
Distributor, as applicable. For purposes of this Agreement, mail will be
deemed received by the recipient thereof on the fifth (5th) Business Day
following the deposit of such mail into the U.S. Postal system. If neither
the Participant nor the other party objects in writing to the amendment
within five days after its receipt, the amendment will become part of this
Agreement in accordance with its terms.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York. The parties irrevocably
submit to the non-exclusive jurisdiction of any New York State or United
States Federal court sitting in New York City over any suit, action or
proceeding arising out of or relating to this Agreement.
17. COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and
the same instrument.
-11-
DRAFT: 6/13/02
--------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year written below.
DATED:
------------------
SEI INVESTMENTS DISTRIBUTION CO. [NAME OF PARTICIPANT]
BY: BY:
---------------------- ------------------------
TITLE: TITLE:
------------------- ---------------------
ACCEPTED BY:
INVESTORS BANK & TRUST COMPANY, AS
TRANSFER AGENT
BY:
---------------------------------
TITLE:
------------------------------
-12-
DRAFT: 6/13/02
--------------
ANNEX I
iShares Trust
INDEX SERIES NOT AUTHORIZED TO CREATE OR REDEEM
Pursuant to Paragraph 1.a of the Authorized Participant Agreement, the
Participant is not authorized to purchase or redeem Creation Units of the
following Index Series of the Fund:
DRAFT: 6/13/02
--------------
ANNEX II
iShares Trust
AUTHORIZED PERSONS OF PARTICIPANT
The following employees of the Participant are authorized, subject to
Paragraph 5 of the Authorized Participant Agreement, to act as agent for the
Participant, to submit purchase and redemption requests to the Distributor on
behalf of the Participant and in its name with respect to those Index Series
subject to Paragraph 1.a of the Authorized Participant Agreement.
Name:
---------------------------------------
E-Mail Address:
-----------------------------
Telephone:
----------------------------------
Fax:
----------------------------------------
Name:
---------------------------------------
E-Mail Address:
-----------------------------
Telephone:
----------------------------------
Fax:
----------------------------------------
Name:
---------------------------------------
E-Mail Address:
-----------------------------
Telephone:
----------------------------------
Fax:
----------------------------------------
Name:
---------------------------------------
E-Mail Address:
-----------------------------
Telephone:
----------------------------------
Fax:
----------------------------------------
Name:
---------------------------------------
E-Mail Address:
-----------------------------
Telephone:
----------------------------------
Fax:
----------------------------------------
Certified By:
-----------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-----------------------------
