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

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.

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

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.

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

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,

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.

(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

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.

(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,

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

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]

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/ Jack Gee
   ----------------------------------------
   Name:  Jack Gee
   Title: Chief Financial Officer of
   iShares Trust

BLACKROCK FUND ADVISORS

By: /s/ Geoffrey Flynn
   ----------------------------------------
   Name:  Geoffrey Flynn
   Title: Managing Director


By: /s/ Michael Latham
   ----------------------------------------
   Name:  Michael Latham
   Title: Managing Director

SCHEDULE A

EXHIBIT (d.2)

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 1, 2009
BETWEEN
ISHARES TRUST
AND
BLACKROCK FUND ADVISORS

Pursuant to Section 4, the Trust shall pay the Adviser compensation at the following annual rates:

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
iShares 10+ Year Credit Bond Fund                                                       0.20%
iShares 10+ Year Government/Credit Bond Fund                                            0.20%
iShares Barclays 1-3 Year Credit Bond Fund (formerly known as iShares
   Lehman 1-3 Year Credit Bond Fund)                                                    0.20%
iShares Barclays 1-3 Year Treasury Bond Fund (formerly known as iShares Lehman 1-3      0.15%
   Year Treasury Bond Fund)
iShares Barclays 3-7 Year Treasury Bond Fund (formerly known as iShares Lehman 3-7      0.15%
   Year Treasury Bond Fund)
iShares Barclays 7-10 Year Treasury Bond Fund (formerly known as iShares Lehman         0.15%
   7-10 Year Treasury Bond Fund)
iShares Barclays 10-20 Year Treasury Bond Fund (formerly known as iShares Lehman        0.15%
   10-20 Year Treasury Bond Fund)
iShares Barclays 20+ Year Treasury Bond Fund (formerly known as iShares Lehman 20+      0.15%
   Year Treasury Bond Fund)
iShares Barclays Agency Bond Fund                                                       0.20%
iShares Barclays Aggregate Bond Fund (formerly known as iShares Lehman Aggregate        0.20%
   Bond Fund)
iShares Barclays Credit Bond Fund (formerly known as iShares Lehman Credit Bond         0.20%
   Fund)
iShares Barclays Government/Credit Bond Fund (formerly known as iShares Lehman          0.20%
   Government/Credit Bond Fund)
iShares Barclays Intermediate Credit Bond Fund (formerly known as iShares Lehman        0.20%
   Intermediate Credit Bond Fund)
iShares Barclays Intermediate Government/Credit Bond Fund (formerly known as
   iShares Lehman Intermediate Government/Credit Bond Fund)                             0.20%
iShares Barclays MBS Bond Fund (formerly known as iShares Lehman MBS Bond Fund)         0.25%
iShares Barclays Short Treasury Bond Fund (formerly known as iShares Lehman Short
   Treasury Bond Fund)                                                                  0.15%
iShares Barclays TIPS Bond Fund (formerly known as iShares Lehman TIPS Bond Fund)       0.20%

iShares Cohen & Steers Realty Majors Index Fund                                         0.35%

iShares Dow Jones International Select Dividend Index Fund (formerly known as           0.50%
   iShares Dow Jones EPAC Select Dividend Index Fund)
iShares Dow Jones Select Dividend Index Fund                                            0.40%
iShares Dow Jones U.S. Index Fund  (formerly known as iShares Dow Jones U.S. Total
   Market Index Fund)                                                                   0.20%

iShares FTSE Developed Small Cap ex-North America Index Fund                            0.50%
iShares FTSE EPRA/NAREIT Developed Asia Index Fund (formerly known as iShares FTSE
   EPRA/NAREIT Asia Index Fund)                                                         0.48%
iShares FTSE EPRA/NAREIT Developed Europe Index Fund (formerly known as iShares
   FTSE EPRA/NAREIT Europe Index Fund)                                                  0.48%
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund (formerly known
   as iShares FTSE EPRA/NAREIT Global Real Estate ex-U.S. Index Fund)                   0.48%

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
iShares FTSE EPRA/NAREIT North America Index Fund                                       0.48%
iShares FTSE KLD 400 Social Index Fund (formerly known as iShares KLD 400 Social        0.50%
   Index Fund)
iShares FTSE KLD Select Social Index Fund (formerly known as iShares KLD Select
   Social(SM) Index Fund)                                                                 0.50%
iShares FTSE NAREIT Real Estate 50 Index Fund                                           0.48%
iShares FTSE NAREIT Residential Plus Capped Index Fund (formerly known as iShares
   FTSE NAREIT Residential Index Fund)                                                  0.48%
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as
   iShares FTSE NAREIT Industrial/Office Index Fund)                                    0.48%
iShares FTSE NAREIT Retail Capped Index Fund (formerly known as iShares FTSE
   NAREIT Retail Index Fund)                                                            0.48%
iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares
   FTSE NAREIT Mortgage REITs Index Fund)                                               0.48%

iShares iBoxx $ High Yield Corporate Bond Fund                                          0.50%
iShares iBoxx $ Investment Grade Corporate Bond Fund (formerly known as iShares GS
   $ InvesTop(TM) Corporate Bond Fund)                                                    0.15%

iShares JPMorgan USD Emerging Markets Bond Fund                                         0.60%

iShares Morningstar Large Core Index Fund                                               0.20%
iShares Morningstar Large Growth Index Fund                                             0.25%
iShares Morningstar Large Value Index Fund                                              0.25%
iShares Morningstar Mid Core Index Fund                                                 0.25%
iShares Morningstar Mid Growth Index Fund                                               0.30%
iShares Morningstar Mid Value Index Fund                                                0.30%
iShares Morningstar Small Core Index Fund                                               0.25%
iShares Morningstar Small Growth Index Fund                                             0.30%
iShares Morningstar Small Value Index Fund                                              0.30%

iShares MSCI EAFE Growth Index Fund                                                     0.40%
iShares MSCI EAFE Small Cap Index Fund                                                  0.40%
iShares MSCI EAFE Value Index Fund                                                      0.40%
iShares MSCI Kokusai Index Fund                                                         0.25%

iShares Nasdaq Biotechnology Index Fund                                                 0.48%

iShares NYSE 100 Index Fund                                                             0.20%
iShares NYSE Composite Index Fund                                                       0.25%

iShares Russell 1000 Growth Index Fund                                                  0.20%
iShares Russell 1000 Index Fund                                                         0.15%
iShares Russell 1000 Value Index Fund                                                   0.20%
iShares Russell 2000 Growth Index Fund                                                  0.25%
iShares Russell 2000 Index Fund                                                         0.20%
iShares Russell 2000 Value Index Fund                                                   0.25%
iShares Russell 3000 Growth Index Fund                                                  0.25%
iShares Russell 3000 Index Fund                                                         0.20%
iShares Russell 3000 Value Index Fund                                                   0.25%
iShares Russell Microcap Index Fund                                                     0.60%
iShares Russell Midcap Growth Index Fund                                                0.25%
iShares Russell Midcap Index Fund                                                       0.20%

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
iShares Russell Midcap Value Index Fund                                                 0.25%
iShares Russell Top 200 Growth Index Fund                                               0.20%
iShares Russell Top 200 Index Fund                                                      0.15%
iShares Russell Top 200 Value Index Fund                                                0.20%

iShares S&P 100 Index Fund                                                              0.20%
iShares S&P 1500 Index Fund                                                             0.20%
iShares S&P 500 Growth Index Fund                                                       0.18%
iShares S&P 500 Index Fund                                                              0.0945%
iShares S&P 500 Value Index Fund                                                        0.18%
iShares S&P Aggressive Allocation Fund                                                  0.25%
iShares S&P Asia 50 Index Fund                                                          0.50%
iShares S&P California AMT-Free Municipal Bond Fund (formerly known as iShares S&P
   California Municipal Bond Fund)                                                      0.25%
iShares S&P Conservative Allocation Fund                                                0.25%
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund                         0.35%
iShares S&P/Citigroup International Treasury Bond Fund                                  0.35%
iShares S&P Developed ex-U.S. Property Index Fund (formerly known as iShares S&P
   World ex-U.S. Property Index Fund)                                                   0.48%
iShares S&P Emerging Markets Infrastructure Index Fund                                  0.75%
iShares S&P Europe 350 Index Fund                                                       0.60%
iShares S&P Global 100 Index Fund                                                       0.40%
iShares S&P Growth Allocation Fund                                                      0.25%
iShares S&P India Nifty 50 Index Fund                                                   0.89%
iShares S&P Latin America 40 Index Fund                                                 0.50%
iShares S&P MidCap 400 Growth Index Fund                                                0.25%
iShares S&P MidCap 400 Index Fund                                                       0.20%
iShares S&P MidCap 400 Value Index Fund                                                 0.25%
iShares S&P Moderate Allocation Fund                                                    0.25%
iShares S&P National AMT-Free Municipal Bond Fund (formerly known as iShares S&P
   National Municipal Bond Fund)                                                        0.25%
iShares S&P New York AMT-Free Municipal Bond Fund (formerly known as iShares S&P
   New York Municipal Bond Fund)                                                        0.25%
iShares S&P Short Term National AMT-Free Municipal Bond Fund (formerly known as
   iShares S&P Short Term National Municipal Bond Fund)                                 0.25%
iShares S&P SmallCap 600 Growth Index Fund                                              0.25%
iShares S&P SmallCap 600 Index Fund                                                     0.20%
iShares S&P SmallCap 600 Value Index Fund                                               0.25%
iShares S&P Target Date Retirement Income Index Fund                                    0.25%
iShares S&P Target Date 2010 Index Fund                                                 0.25%
iShares S&P Target Date 2015 Index Fund                                                 0.25%
iShares S&P Target Date 2020 Index Fund                                                 0.25%
iShares S&P Target Date 2025 Index Fund                                                 0.25%
iShares S&P Target Date 2030 Index Fund                                                 0.25%
iShares S&P Target Date 2035 Index Fund                                                 0.25%
iShares S&P Target Date 2040 Index Fund                                                 0.25%
iShares S&P/TOPIX 150 Index Fund                                                        0.50%
iShares S&P U.S. Preferred Stock Index Fund                                             0.48%

Advisory Fee for iShares S&P Global and S&P U.S. Sector Funds iShares S&P Global Clean Energy Index Fund iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund

iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Global Utilities Sector Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets in excess of $10.0 billion

Advisory Fee for iShares MSCI EAFE and MSCI ACWI Index Funds iShares MSCI ACWI Index Fund
iShares MSCI ACWI ex US Index Fund
iShares MSCI EAFE Index Fund

0.35% per annum of the aggregate net assets less than or equal to $30.0 billion plus 0.32% per annum of the aggregate net assets between $30.0 billion and $60.0 billion
plus 0.28% per annum of the aggregate net assets in excess of $60.0 billion

Advisory Fee for iShares FTSE China Funds iShares FTSE China (HK Listed) Index Fund iShares FTSE/Xinhua China 25 Index Fund

0.74% per annum of the aggregate net assets less than or equal to $6.0 billion plus 0.67% per annum of the aggregate net assets between $6.0 billion and $12.0 billion
plus 0.60% per annum of the aggregate net assets in excess of $12.0 billion

iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets between $10.0 billion and $20.0 billion
plus 0.38% per annum of the aggregate net assets in excess of $20.0 billion

Advisory Fee for Category II Funds:
iShares MSCI All Peru Capped Index Fund
iShares MSCI Brazil Index Fund*
iShares MSCI Chile Investable Market Index Fund* iShares MSCI Israel Capped Investable Market Index Fund* iShares MSCI South Africa Index Fund*
iShares MSCI South Korea Index Fund*
iShares MSCI Taiwan Index Fund*
iShares MSCI Thailand Investable Market Index Fund* iShares MSCI Turkey Investable Market Index Fund*

0.74% per annum of the aggregate net assets of the Category II Funds less than or equal to $2.0 billion
plus 0.69% per annum of the aggregate net assets of the Category II Funds between $2.0 billion and $4.0 billion
plus 0.64% per annum of the aggregate net assets of the Category II Funds between $4.0 billion and $8.0 billion
plus 0.57% per annum of the aggregate net assets of the Category II Funds between $8.0 billion and $16.0 billion
plus 0.51% per annum of the aggregate net assets of the Category II Funds in excess of $16.0 billion

Advisory Fee for Category IV Funds
iShares MSCI All Country Asia ex Japan Index Fund iShares MSCI BRIC Index Fund*
iShares MSCI Emerging Markets Eastern Europe Index Fund* iShares MSCI Emerging Markets Index Fund*

0.75% per annum of the aggregate net assets of the Category IV Funds less than or equal to $14.0 billion
plus 0.68% per annum of the aggregate net assets of the Category IV Funds between $14.0 billion and $28.0 billion
plus 0.61% per annum of the aggregate net assets of the Category IV Funds in excess of $28.0 billion

* This Fund is a fund of iShares, Inc.

EXHIBIT (d.3)

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 1, 2009
BETWEEN
ISHARES, INC.
AND
BLACKROCK FUND ADVISORS

Advisory Fee for the Category I Funds:
0.59% per annum of the aggregate net assets of the Category I Funds less than or equal to $7.0 billion
plus 0.54% per annum of the aggregate net assets of the Category I Funds between $7.0 billion and $11.0 billion
plus 0.49% per annum of the aggregate net assets of the Category I Funds between $11.0 billion and $24.0 billion
plus 0.44% per annum of the aggregate net assets of the Category I Funds between $24.0 billion and $48.0 billion
plus 0.40% per annum of the aggregate net assets of the Category I Funds in excess of $48.0 billion

Category I Funds:
iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI Canada Index Fund
iShares MSCI EMU Index Fund
iShares MSCI France Index Fund
iShares MSCI Germany Index Fund
iShares MSCI Hong Kong Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Singapore Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI United Kingdom Index Fund

Advisory Fee for Category II Funds:

0.74% per annum of the aggregate net assets of the Category II Funds less than or equal to $2.0 billion
plus 0.69% per annum of the aggregate net assets of the Category II Funds between $2.0 billion and $4.0 billion
plus 0.64% per annum of the aggregate net assets of the Category II Funds between $4.0 billion and $8.0 billion
plus 0.57% per annum of the aggregate net assets of the Category II Funds between $8.0 billion and $16.0 billion
plus 0.51% per annum of the aggregate net assets of the Category II Funds in excess of $16.0 billion

Category II Funds:
iShares MSCI All Peru Capped Index Fund* iShares MSCI Brazil Index Fund
iShares MSCI Chile Investable Market Index Fund iShares MSCI Israel Capped Investable Market Index Fund iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund iShares MSCI Turkey Investable Market Index Fund

Advisory Fee for Category III Funds:
0.50% per annum of the aggregate net assets of the Category III Funds

Category III Funds:
iShares MSCI Pacific ex-Japan Index Fund

Advisory Fee for Category IV Funds:
0.75% per annum of the aggregate net assets of the Category IV Funds less than or equal to $14.0 billion
plus 0.68% per annum of the aggregate net assets of the Category IV Funds between $14.0 billion and $28.0 billion
plus 0.61% per annum of the aggregate net assets of the Category IV Funds in excess of $28.0 billion

Category IV Funds:
iShares MSCI All Country Asia ex Japan Index Fund* iShares MSCI BRIC Index Fund
iShares MSCI Emerging Markets Index Fund iShares MSCI Emerging Markets Eastern Europe Index Fund

* This Fund is a fund of iShares Trust.

Exhibit (d.6)

INTERIM INVESTMENT ADVISORY AGREEMENT

INTERIM INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 1st day of December, 2009 between BlackRock Fund Advisors, formerly known as Barclays Global Fund Advisors, a corporation organized under the laws of the State of California (the "Adviser"), and iShares Trust, a business trust organized under the laws of the State of Delaware (the "Trust").

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 open-end management 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 Adviser had previously served as the investment adviser to the Funds pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Funds, and the Adviser (the "Current Advisory Agreement");

WHEREAS, the Adviser is a wholly-owned subsidiary of BlackRock Institutional Trust Company, N.A., formerly known as Barclays Global Investors, N.A. ("BGI"), which in turn was a majority-owned subsidiary of Barclays PLC ("Barclays");

WHEREAS, on June 16, 2009, Barclays announced that it had entered into an agreement to sell its interest in BGI, the Adviser and certain affiliated companies to BlackRock, Inc. (the "Transaction");

WHEREAS, the consummation of the Transaction resulted in the assignment of the Current Advisory Agreement, which caused the automatic termination of such agreement;

WHEREAS, to address the termination of the Current Advisory Agreement, shareholder approval of a new Investment Advisory Agreement (the "New Advisory Agreement") between the Trust, on behalf of the Funds, and the Adviser is being sought;

WHEREAS, in the event that shareholder approval of the New Advisory Agreement has not been obtained prior to the consummation of the Transaction for any Fund, the Trust, on behalf of the Funds, desires to retain the Adviser to act as investment adviser to such Funds, and to render investment advisory services to the Funds in the manner and on the terms set out in this Agreement for a maximum of 150 days following the consummation of the

Transaction, pending approval of the New Advisory Agreement by the shareholders of each Fund; and

WHEREAS, the Adviser desires to provide such services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, the parties hereto hereby agree as follows:

1. APPOINTMENT OF ADVISER

The Trust, pending the consummation of the Transaction and the failure by that time to obtain shareholder approval of the New Advisory Agreement by any Fund, hereby appoints the Adviser to act as investment adviser for any Fund that has not obtained shareholder approval for the period and on terms set forth herein. The Adviser accepts such appointment and agrees to render such services for the compensation set forth herein, as such compensation may be limited by Rule 15a-4 under the 1940 Act and as provided in this Agreement.

2. DUTIES OF THE ADVISER

The Adviser, at its own expense shall: (i) furnish continuously an investment program for each Fund; (ii) manage the investment and reinvestment of Fund assets; (iii) determine what investments shall be purchased, held, sold or exchanged for each Fund and what portion, if any, of the assets of each Fund shall be held uninvested; (iv) make changes on behalf of the Trust in the investments for each Fund; (v) provide the Trust with records concerning the Adviser's activities that the Trust is required to maintain; and (vi) render reports to the Trust's officers and Board of Trustees concerning the Adviser's discharge of the foregoing responsibilities. In addition, the Adviser will arrange for other necessary services, including custodial, transfer agency and administration. The Adviser shall furnish to the Trust all office facilities, equipment, services and executive and administrative personnel necessary for managing the investment program of the Trust for each Fund. The Adviser may at its expense employ others to provide all or any part of facilities and personnel.

The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, each Fund's investment objective and policies, as set forth in the then current prospectus and statement of additional information for such Fund contained in the Trust's Registration Statement on Form N-1A, as such prospectus and statement of additional information is amended or supplemented from time to time, and applicable laws and regulations.

3. CERTAIN RECORDS AND REPORTS

Any records required to be maintained and preserved pursuant to the provisions of Rule 31 a-l and Rule 31a-2 under the 1940 Act that are prepared or maintained by the Adviser (or any sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust at its request (the "Records"). The Adviser agrees to preserve the Records for the periods prescribed in Rule 31a-2 under the 1940 Act. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements,

reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request

4. ADVISORY FEES

(a) For the services to be provided by the Adviser hereunder with respect to each Fund, the Trust shall pay to the Adviser a fee at the rate set forth on Schedule A attached hereto, provided, and notwithstanding anything herein to the contrary, the fees and other compensation paid to the Adviser hereunder shall be no greater than the compensation the Adviser would have received under the Current Advisory Agreement. The Adviser agrees to pay all expenses incurred by the Trust except for interest, taxes, brokerage expenses and other expenses connected with the execution of portfolio transactions, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to rule 12b-1 under the 1940 Act. Schedule A shall be amended from time to time to reflect the termination of any Fund as a Fund hereunder. All fees payable hereunder shall be accrued daily and paid as soon as practical after the last day of each month, subject to the limitations set forth in
Section 4(c) below.

(b) In any case of commencement or termination of this Agreement with respect to any Fund during any calendar quarter, the fee with respect to such Fund for that quarter 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, subject to the limitations set forth in Section 4(c) below.

(c) Notwithstanding any provision of Sections 4(a) and (b) or any other provisions of this Agreement to the contrary, the Adviser hereby acknowledges and agrees that for the term of this Agreement all compensation earned by the Adviser under this Agreement will be held in an interest-bearing escrow account (the "Escrow Account") with the Trust's custodian, or such other bank as the Adviser and the Trust may agree, pending the occurrence of one of the following events:

(1) A "majority of the outstanding voting securities" of a Fund (as defined in the 1940 Act) approves the New Advisory Agreement with the Adviser by the end of the 150 day maximum term of this Agreement (the "Adviser Approval Event"); or

(2) A "majority of the outstanding voting securities" of a Fund (as defined in the 1940 Act) does not approve the New Advisory Agreement with the Adviser by the end of the 150 day maximum term of this Agreement.

If the Adviser Approval Event occurs for any Fund, then the amount in the Escrow Account (including any interest earned) for such Fund will be paid to the Adviser. If the Adviser Approval Event does not occur for any Fund, then upon termination of this Agreement, the Adviser will be promptly paid, out of the Escrow Account for such non-approving Funds, the lesser of
(i) any costs incurred in performing this Agreement (plus any interest earned on that amount while in escrow) for such Funds; and (ii) the total amount in the Escrow Account (plus any interest earned) for such Funds. The Adviser acknowledges its agreement with the compensation limitations imposed by this Section 4(c) and hereby waives any and all claims at

law or in equity to any amount of compensation more than is specifically provided for in this Section 4(c).

5. PORTFOLIO TRANSACTIONS

In connection with the management of the investment and reinvestment of Fund assets pursuant to this Agreement, the Adviser, acting by its own officers, directors or employees, is authorized to select the brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) that will execute purchase and sale transactions for the Trust. In executing portfolio transactions and selecting brokers or dealers, if any, the Adviser will use its best efforts to seek on behalf of a Fund the best overall terms available, as described from time to time, in the Trust's Registration Statement. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the 1934 Act) provided to any fund of the Trust. The Adviser may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting the transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided. The Trust acknowledges that any such research may be useful to the Adviser in connection with other accounts managed by it. Brokerage transactions for the Trust may be effected through affiliates of the Adviser if approved by the Board of Trustees, subject to applicable rules and regulations. The Adviser will promptly communicate to the officers and the Trustees of the Trust such information relating to Fund transactions as they may reasonably request.

6. LIABILITY OF ADVISER

Neither the Adviser nor its officers, directors, employees, agents, affiliated persons 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 or its shareholders in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders resulting from any willful misfeasance, bad faith or gross negligence in the performance of its duties or obligations hereunder, the reckless disregard of its duties or obligations hereunder, or breach of its fiduciary duty to the Trust, any Fund or its shareholders.

7. FORCE MAJEURE

Notwithstanding any other provision of this Agreement, the Adviser shall not be liable for any loss suffered by the Trust or its shareholders caused directly or indirectly by circumstances beyond the Adviser's reasonable control including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or

military authority, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of God, wars, riots or failures of communication or power supply.

8. DURATION, TERMINATION AND AMENDMENT

a. DURATION. This Agreement shall become effective with respect to a Fund on the first business day following the consummation of the Transaction, if, by that date, shareholders of that Fund have not approved the New Advisory Agreement, and, unless terminated in accordance with its terms, will continue for a maximum of 150 days; provided, however, this Agreement will terminate upon the execution of the New Advisory Agreement after the Adviser Approval Event. For the avoidance of doubt, it is acknowledged and agreed that if the Transaction is not consummated for any reason, this Agreement will not go into effect and the Current Advisory Agreement between the Trust, on behalf of the Funds, and the Adviser will remain in effect, and any compensation owed by the Trust, on behalf of the Funds, to the Adviser will be paid pursuant to the terms of the Current Advisory Agreement.

b. AMENDMENT. Any amendment to this Agreement shall become effective with respect to a Fund upon approval of the Adviser, and the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval and, if required under the 1940 Act, a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

c. APPROVAL, AMENDMENT OR TERMINATION BY A FUND. Any approval, amendment or termination of this Agreement with respect to a Fund will not require the approval of any other Fund or the approval of a majority of the outstanding voting securities of the Trust, unless such approval is required by applicable law.

d. AUTOMATIC TERMINATION. This Agreement shall automatically and immediately terminate in the event of its "assignment" (as defined in the 1940 Act).

e. TERMINATION. This Agreement may be terminated with respect to any Fund at any time, without payment of any penalty, by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, or by the Adviser, in each case on ten (10) calendar days' prior written notice to the other party; provided, that a shorter notice period shall be permitted for a Fund in the event its shares are no longer listed on a national securities exchange.

9. SERVICES NOT EXCLUSIVE

The services of the Adviser to the Trust hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services hereunder are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

10. MISCELLANEOUS

a. NOTICE. Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage prepaid, to the other party at such address as such other party may designate in writing for the receipt of such notices.

b. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder shall not be thereby affected.

c. APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

d. EXECUTION BY COUNTERPART. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement.

e. SURVIVAL AFTER TERMINATION. The rights and obligations set forth in Sections 5 and 7 shall survive the termination of this Agreement.

f. PERMISSIBLE INTERESTS. Trustees, officers, agents and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, agents, shareholders or otherwise; directors, partners, officers, agents and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the date first set forth above.

iSHARES TRUST

By: /s/ Jack Gee
    ------------------------------------
    Name:  Jack Gee
    Title: Chief Financial Officer,
           iShares, Trust

BLACKROCK FUND ADVISORS

By: /s/ Geoffrey Flynn
    ------------------------------------
    Name:  Geoffrey Flynn
    Title: Managing Director


By: /s/ Michael Latham
    ------------------------------------
    Name:  Michael Latham
    Title: Managing Director

SCHEDULE A
TO THE
INTERIM ADVISORY AGREEMENT DATED DECEMBER 1, 2009
BETWEEN
iSHARES TRUST
AND
BLACKROCK FUND ADVISORS

Pursuant to Section 4 of this Agreement, the Company, on behalf of the Funds, shall pay the Adviser compensation at the following annual rates, subject to the limitations set forth in Section 4(d) of the Agreement.

FUND                                                                                 ANNUAL FEE
-----------------------------------------------------------------------------------  ----------
iShares 10+ Year Credit Bond Fund                                                       0.20%
iShares 10+ Year Government/Credit Bond Fund                                            0.20%
iShares Barclays 1-3 Year Credit Bond Fund (formerly known as iShares Lehman 1-3
   Year Credit Bond Fund)                                                               0.20%
iShares Barclays 1-3 Year Treasury Bond Fund (formerly known as iShares Lehman 1-3      0.15%
   Year Treasury Bond Fund)
iShares Barclays 3-7 Year Treasury Bond Fund (formerly known as iShares Lehman 3-7      0.15%
   Year Treasury Bond Fund)
iShares Barclays 7-10 Year Treasury Bond Fund (formerly known as iShares Lehman         0.15%
   7-10 Year Treasury Bond Fund)
iShares Barclays 10-20 Year Treasury Bond Fund (formerly known as iShares Lehman        0.15%
   10-20 Year Treasury Bond Fund)
iShares Barclays 20+ Year Treasury Bond Fund (formerly known as iShares Lehman 20+      0.15%
   Year Treasury Bond Fund)
iShares Barclays Agency Bond Fund                                                       0.20%
iShares Barclays Aggregate Bond Fund (formerly known as iShares Lehman Aggregate        0.20%
   Bond Fund)
iShares Barclays Credit Bond Fund (formerly known as iShares Lehman Credit Bond         0.20%
   Fund)
iShares Barclays Government/Credit Bond Fund (formerly known as iShares Lehman          0.20%
   Government/Credit Bond Fund)
iShares Barclays Intermediate Credit Bond Fund (formerly known as iShares Lehman        0.20%
   Intermediate Credit Bond Fund)
iShares Barclays Intermediate Government/Credit Bond Fund (formerly known as
   iShares Lehman Intermediate Government/Credit Bond Fund)                             0.20%
iShares Barclays MBS Bond Fund (formerly known as iShares Lehman MBS Bond Fund)         0.25%
iShares Barclays Short Treasury Bond Fund (formerly known as iShares Lehman Short
   Treasury Bond Fund)                                                                  0.15%
iShares Barclays TIPS Bond Fund (formerly known as iShares Lehman TIPS Bond Fund)       0.20%

iShares Cohen & Steers Realty Majors Index Fund                                         0.35%

iShares Dow Jones International Select Dividend Index Fund (formerly known as
   iShares Dow Jones EPAC Select Dividend Index Fund)                                   0.50%
iShares Dow Jones Select Dividend Index Fund                                            0.40%
iShares Dow Jones U.S. Index Fund  (formerly known as iShares Dow Jones U.S. Total
   Market Index Fund)                                                                   0.20%

iShares FTSE Developed Small Cap ex-North America Index Fund                            0.50%
iShares FTSE EPRA/NAREIT Developed Asia Index Fund (formerly known as iShares FTSE
   EPRA/NAREIT Asia Index Fund)                                                         0.48%
iShares FTSE EPRA/NAREIT Developed Europe Index Fund (formerly known as iShares
   FTSE EPRA/NAREIT Europe Index Fund)                                                  0.48%
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund (formerly known       0.48%
   as iShares FTSE EPRA/NAREIT Global Real Estate ex-U.S. Index Fund)

FUND                                                                                 ANNUAL FEE
-----------------------------------------------------------------------------------  ----------
iShares FTSE EPRA/NAREIT North America Index Fund                                       0.48%
iShares FTSE KLD 400 Social Index Fund (formerly known as iShares KLD 400 Social
   Index Fund)                                                                          0.50%
iShares FTSE KLD Select Social Index Fund (formerly known as iShares KLD Select
   Social[SM] Index Fund)                                                               0.50%
iShares FTSE NAREIT Real Estate 50 Index Fund                                           0.48%
iShares FTSE NAREIT Residential Plus Capped Index Fund (formerly known as iShares
   FTSE NAREIT Residential Index Fund)                                                  0.48%
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as
   iShares FTSE NAREIT Industrial/Office Index Fund)                                    0.48%
iShares FTSE NAREIT Retail Capped Index Fund (formerly known as iShares FTSE
   NAREIT Retail Index Fund)                                                            0.48%
iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares
   FTSE NAREIT Mortgage REITs Index Fund)                                               0.48%

iShares iBoxx $ High Yield Corporate Bond Fund                                          0.50%
iShares iBoxx $ Investment Grade Corporate Bond Fund (formerly known as iShares GS
   $ InvesTop[TM] Corporate Bond Fund)                                                  0.15%

iShares JPMorgan USD Emerging Markets Bond Fund                                         0.60%

iShares Morningstar Large Core Index Fund                                               0.20%
iShares Morningstar Large Growth Index Fund                                             0.25%
iShares Morningstar Large Value Index Fund                                              0.25%
iShares Morningstar Mid Core Index Fund                                                 0.25%
iShares Morningstar Mid Growth Index Fund                                               0.30%
iShares Morningstar Mid Value Index Fund                                                0.30%
iShares Morningstar Small Core Index Fund                                               0.25%
iShares Morningstar Small Growth Index Fund                                             0.30%
iShares Morningstar Small Value Index Fund                                              0.30%

iShares MSCI EAFE Growth Index Fund                                                     0.40%
iShares MSCI EAFE Small Cap Index Fund                                                  0.40%
iShares MSCI EAFE Value Index Fund                                                      0.40%
iShares MSCI Kokusai Index Fund                                                         0.25%

iShares Nasdaq Biotechnology Index Fund                                                 0.48%

iShares NYSE 100 Index Fund                                                             0.20%
iShares NYSE Composite Index Fund                                                       0.25%

iShares Russell 1000 Growth Index Fund                                                  0.20%
iShares Russell 1000 Index Fund                                                         0.15%
iShares Russell 1000 Value Index Fund                                                   0.20%
iShares Russell 2000 Growth Index Fund                                                  0.25%
iShares Russell 2000 Index Fund                                                         0.20%
iShares Russell 2000 Value Index Fund                                                   0.25%
iShares Russell 3000 Growth Index Fund                                                  0.25%
iShares Russell 3000 Index Fund                                                         0.20%
iShares Russell 3000 Value Index Fund                                                   0.25%
iShares Russell Microcap Index Fund                                                     0.60%
iShares Russell Midcap Growth Index Fund                                                0.25%

FUND                                                                                 ANNUAL FEE
-----------------------------------------------------------------------------------  ----------
iShares Russell Midcap Index Fund                                                       0.20%
iShares Russell Midcap Value Index Fund                                                 0.25%
iShares Russell Top 200 Growth Index Fund                                               0.20%
iShares Russell Top 200 Index Fund                                                      0.15%
iShares Russell Top 200 Value Index Fund                                                0.20%

iShares S&P 100 Index Fund                                                              0.20%
iShares S&P 1500 Index Fund                                                             0.20%
iShares S&P 500 Growth Index Fund                                                       0.18%
iShares S&P 500 Index Fund                                                              0.0945%
iShares S&P 500 Value Index Fund                                                        0.18%
iShares S&P Aggressive Allocation Fund                                                  0.25%
iShares S&P Asia 50 Index Fund                                                          0.50%
iShares S&P California AMT-Free Municipal Bond Fund (formerly known as iShares S&P
   California Municipal Bond Fund)                                                      0.25%
iShares S&P Conservative Allocation Fund                                                0.25%
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund                         0.35%
iShares S&P/Citigroup International Treasury Bond Fund                                  0.35%
iShares S&P Developed ex-U.S. Property Index Fund (formerly known as iShares S&P
   World ex-U.S. Property Index Fund)                                                   0.48%
iShares S&P Emerging Markets Infrastructure Index Fund                                  0.75%
iShares S&P Europe 350 Index Fund                                                       0.60%
iShares S&P Global 100 Index Fund                                                       0.40%
iShares S&P Growth Allocation Fund                                                      0.25%
iShares S&P India Nifty 50 Index Fund                                                   0.89%
iShares S&P Latin America 40 Index Fund                                                 0.50%
iShares S&P MidCap 400 Growth Index Fund                                                0.25%
iShares S&P MidCap 400 Index Fund                                                       0.20%
iShares S&P MidCap 400 Value Index Fund                                                 0.25%
iShares S&P Moderate Allocation Fund                                                    0.25%
iShares S&P National AMT-Free Municipal Bond Fund (formerly known as iShares S&P        0.25%
   National Municipal Bond Fund)
iShares S&P New York AMT-Free Municipal Bond Fund (formerly known as iShares S&P        0.25%
   New York Municipal Bond Fund)
iShares S&P Short Term National AMT-Free Municipal Bond Fund (formerly known as         0.25%
   iShares S&P Short Term National Municipal Bond Fund)
iShares S&P SmallCap 600 Growth Index Fund                                              0.25%
iShares S&P SmallCap 600 Index Fund                                                     0.20%
iShares S&P SmallCap 600 Value Index Fund                                               0.25%
iShares S&P Target Date Retirement Income Index Fund                                    0.25%
iShares S&P Target Date 2010 Index Fund                                                 0.25%
iShares S&P Target Date 2015 Index Fund                                                 0.25%
iShares S&P Target Date 2020 Index Fund                                                 0.25%
iShares S&P Target Date 2025 Index Fund                                                 0.25%
iShares S&P Target Date 2030 Index Fund                                                 0.25%
iShares S&P Target Date 2035 Index Fund                                                 0.25%
iShares S&P Target Date 2040 Index Fund                                                 0.25%
iShares S&P/TOPIX 150 Index Fund                                                        0.50%
iShares S&P U.S. Preferred Stock Index Fund                                             0.48%

Advisory Fee for iShares S&P Global and S&P U.S. Sector Funds iShares S&P Global Clean Energy Index Fund iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund

iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Global Utilities Sector Index Fund iShares S&P North American Natural Resources Sector Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets in excess of $10.0 billion

Advisory Fee for iShares MSCI EAFE and MSCI ACWI Index Funds iShares MSCI ACWI Index Fund
iShares MSCI ACWI ex US Index Fund
iShares MSCI EAFE Index Fund

0.35% per annum of the aggregate net assets less than or equal to $30.0 billion plus 0.32% per annum of the aggregate net assets between $30.0 billion and $60.0 billion plus 0.28% per annum of the aggregate net assets in excess of $60.0 billion

Advisory Fee for iShares FTSE China Funds iShares FTSE China (HK Listed) Index Fund iShares FTSE/Xinhua China 25 Index Fund

0.74% per annum of the aggregate net assets less than or equal to $6.0 billion plus 0.67% per annum of the aggregate net assets between $6.0 billion and $12.0 billion plus 0.60% per annum of the aggregate net assets in excess of $12.0 billion

Advisory Fee for iShares Dow Jones Sector Funds iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Utilities Sector Index Fund

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets between $10.0 billion and $20.0 billion plus 0.38% per annum of the aggregate net assets in excess of $20.0 billion

Advisory Fee for Category II Funds:
iShares MSCI All Peru Capped Index Fund
iShares MSCI Brazil Index Fund*
iShares MSCI Chile Investable Market Index Fund* iShares MSCI Israel Capped Investable Market Index Fund* iShares MSCI South Africa Index Fund*
iShares MSCI South Korea Index Fund*
iShares MSCI Taiwan Index Fund*
iShares MSCI Thailand Investable Market Index Fund* iShares MSCI Turkey Investable Market Index Fund*

0.74% per annum of the aggregate net assets of the Category II Funds less than or equal to $2.0 billion plus 0.69% per annum of the aggregate net assets of the Category II Funds between $2.0 billion and $4.0 billion plus 0.64% per annum of the aggregate net assets of the Category II Funds between $4.0 billion and $8.0 billion plus 0.57% per annum of the aggregate net assets of the Category II Funds between $8.0 billion and $16.0 billion plus 0.51% per annum of the aggregate net assets of the Category II Funds in excess of $16.0 billion

Advisory Fee for Category IV Funds
iShares MSCI All Country Asia ex Japan Index Fund iShares MSCI BRIC Index Fund*
iShares MSCI Emerging Markets Eastern Europe Index Fund* iShares MSCI Emerging Markets Index Fund*

0.75% per annum of the aggregate net assets of the Category IV Funds less than or equal to $14.0 billion plus 0.68% per annum of the aggregate net assets of the Category IV Funds between $14.0 billion and $28.0 billion plus 0.61% per annum of the aggregate net assets of the Category IV Funds in excess of $28.0 billion

* This Fund is a fund of iShares, Inc.

EXHIBIT (h.1)

AMENDED AND RESTATED
SECURITIES LENDING AGENCY AGREEMENT

AGREEMENT, dated as of November 2, 2009, between iShares, Inc., a Maryland corporation, and iShares Trust, a Delaware statutory trust (both singly and together, the "Company"), acting on behalf of the funds listed on Schedule A hereto and any future series or portfolio of the Company (each, a "Fund"), and Barclays Global Investors, N.A., a national banking association ("BGI") and its successors.

WHEREAS, the Company is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, BGI acts as the Company's agent for the purpose of lending Securities in the Account (as defined below) pursuant to a securities lending agency agreement, dated as of April 2, 2007; and

WHEREAS, BGI and the Company desire to amend and restate such agreement on the terms set forth herein;

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

1. Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meaning assigned to them in the applicable Securities Lending Agreement.

1.1 "Account" shall mean the custodial account or accounts established and maintained by the Custodian on behalf of each Fund for the safekeeping of Securities and monies of the Fund from time to time.

1.2 "Approved Investment" shall mean any type of investment permitted for Cash Collateral under the Securities Lending Guidelines.

1.3 "Authorized Person" shall be any officer of the Company and any other person, whether or not any such person is an officer or employee of the Company, duly authorized by resolutions of the Company to give Oral Instructions and/or Written Instructions on behalf of the Company, such persons to be designated in a Certificate which contains a specimen signature of such person.

1.4 "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering Government Securities (as defined herein), its successors or equivalent and nominees.

1.5 "Borrower" shall mean any entity which is permitted to borrow Securities from the Company pursuant to then applicable law, regulation, and/or interpretation and pursuant to

the Securities Lending Guidelines, and which has a valid Securities Lending Agreement in place with BGI.

1.6 "Business Day" shall mean, with respect to a Fund for which Securities loans are outstanding pursuant to this Agreement, a day on which both such Fund and BGI are open for business.

1.7 "Cash Collateral" shall mean either Fed funds or New York Clearing House funds or their equivalent if denominated in U.S. dollars, or the equivalent if the Cash Collateral is denominated in a currency other than U.S. dollars, as applicable for a particular loan of Securities.

1.8 "Cash Management Costs" shall mean the expenses incurred in connection with the management and investment of a Fund's Cash Collateral, including fees and expenses payable to BGI, Barclays Global Fund Advisors ("BGFA") or any other affiliate of BGI (or its successors) as a result of the investment of Cash Collateral in any joint account, fund or similar vehicle.

1.9 "Certificate" shall mean any notice, instruction, schedule or other instrument in writing, authorized or required by this Agreement to be given to BGI, which is actually received by BGI and signed on behalf of the Company by an Authorized Person or a person reasonably believed by BGI to be an Authorized Person.

1.10 "Collateral" shall mean Cash Collateral, Government Securities and Letters of Credit, plus such other collateral as may be then permitted by applicable law, regulation and/or interpretation, and the Securities Lending Guidelines.

1.11 "Collateral Account" shall mean a segregated account or accounts established and maintained by the Custodian for the purpose of holding Collateral and Approved Investments, and interest, dividends and other payments and distributions received with respect to Collateral and Approved Investments ("Distributions"). A Collateral Account may include a joint account as permitted by the Securities Lending Guidelines.

1.12 "Custodian" shall mean State Street Bank and Trust Company, a trust company organized and existing under the laws of the Commonwealth of Massachusetts, or such other company that may from time to time be retained as custodian by the Company with respect to one or more Funds.

1.13 "Depository" shall mean the Depository Trust Company, Euroclear, and any other securities depository, sub-depository or clearing agency (and their respective successors and nominees) authorized under applicable law or regulation to act as a securities depository, sub-depository or clearing agency, including any foreign securities depository or sub-depository for the Company.

1.14 "Earnings Account" shall mean a segregated account established and maintained by the Custodian for the purpose of receiving any Securities Loan Fee paid by Borrowers in connection with Securities loans hereunder.

1.15 "Government Security" shall mean book-entry Treasury securities (as defined in Subpart 0 of Treasury Department Circular No. 300, 31 C.F.R. 306) and any other securities issued or guaranteed by the United States government or any agency or instrumentality of the United States government.

1.16 "Letter of Credit" shall mean an unconditional and irrevocable letter of credit in favor of BGI as agent for the Fund issued by a bank other than the Borrower, the creditworthiness of which has been deemed to be acceptable by BGI and which meets any applicable requirements in the Securities Lending Guidelines.

1.17 "Oral Instructions" shall mean verbal instructions actually received by BGI from an Authorized Person or from a person reasonably believed by BGI to be an Authorized Person.

1.18 "Rebate" shall mean the amount payable by the Fund to a Borrower in connection with Securities loans at any time collateralized by Cash Collateral.

1.19 "Securities Lending Agreement" shall mean with respect to any Borrower, the agreement pursuant to which BGI lends securities on behalf of its customers (including the Fund) to such Borrower, as amended from time to time, which agreement shall meet any applicable requirements in the Securities Lending Guidelines. The Securities Lending Agreement may be in the form of a master agreement covering a series of Securities lending transactions from multiple lenders, including the Company.

1.20 "Securities Lending Guidelines" shall mean guidelines governing the Company's Securities lending program adopted by the Company and provided to BGI from time to time. The Securities Lending Guidelines may address any aspect of the Company's Securities lending program, including without limitation the kinds of Securities that may be lent, permissible forms of Collateral, permissible Approved Investments, the selection of Borrowers, and regular reporting to the Company.

1.21 "Securities Loan Fee" shall mean the amount payable by a Borrower to BGI, as agent for the Fund, pursuant to the applicable Securities Lending Agreement in connection with Securities loans, if any, collateralized by Collateral other than Cash Collateral.

1.22 "Security" shall mean any Government Securities, non-U.S. securities, U.S. common stock and other equity securities, bonds, debentures, corporate debt securities, notes, mortgages or other obligations, and any certificates, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, which are available for lending pursuant to Section 2.2 of this Agreement.

1.23 "Written Instructions" shall mean written communications actually received by BGI from an Authorized Person or from a person reasonably believed by BGI to be an Authorized Person by letter, memorandum, telegram, cable, telex, telecopy facsimile, computer, video (CRT) terminal or other on-line system, or any other method whereby BGI is able to verify with a reasonable degree of certainty the identity of the sender.

2. Appointment; Scope of Agency Authority.

2.1 Appointment. The Company, on behalf of each Fund, hereby appoints BGI as its agent to lend Securities in the Account to Borrowers from time to time as hereinafter set forth, and BGI hereby accepts appointment as such agent and agrees to so act.

2.2 Securities Subject to Lending. Unless the Company provides BGI Written Instructions to the contrary, all Securities maintained in the Account shall be available for lending pursuant to this Agreement.

2.3 Securities Lending Agreement.

(a) Attached hereto as Exhibit A are the standard forms of Securities Lending Agreements in effect between BGI and the Borrowers as of the date hereof. BGI shall provide the Company with any proposed material amendments or changes, and notify the Company of any such amendments or changes, to any form of Securities Lending Agreement to be used prior to their effectiveness. The Company may elect, without penalty, to terminate any Borrower if it opposes the change.

(b) BGI is hereby authorized to lend Securities in the Account to Borrowers pursuant to the Securities Lending Agreements, this Agreement and the Securities Lending Guidelines.

2.4 Loan Opportunities. The Company on behalf of each Fund acknowledges and agrees that BGI shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BGI based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BGI has made fewer or more loans for any other customer than for the Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.

2.5 Use of Book-Entry System and Depositories. The Company on behalf of each Fund hereby authorizes BGI on a continuous and on-going basis, to deposit in the Book-Entry System and any Depositories all Securities eligible for deposit therein and to utilize the Book-Entry System and Depositories to the extent possible in connection with its receipt and delivery of Securities, Collateral, Approved Investments and monies under this Agreement. Where Securities, Collateral (other than Cash Collateral) and Approved Investments eligible for deposit in the Book-Entry System or a Depository are transferred to the Account, BGI shall identify or cause to be identified as belonging to the Fund a quantity of securities in a fungible bulk of securities shown on BGI's account on the books of the Book-Entry System or the applicable Depository. Securities, Collateral and Approved Investments deposited in the Book-Entry System or a Depository will be commingled in accounts which include assets held by BGI for customers, including but not limited to accounts in which BGI acts in a fiduciary or agency capacity, as well as assets held by or on behalf of other clients or participants of the Book-Entry System or Depository.

2.6 Use of Third-Party Service Providers. The Company on behalf of each Fund hereby acknowledges and agrees that BGI may utilize third-party service providers to perform or analyze the functions described herein, including service providers in which BGI may have an ownership interest. As permitted by
Section 5.8 below, these services may require the transmission, use or sharing of data created in Securities lending transactions involving the Funds. BGI shall bear the cost of any such service providers out of its portion of the proceeds from Securities lending.

3. Representations and Warranties.

3.1 Company's Representations. The Company hereby represents and warrants to BGI, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:

(a) This Agreement and the Securities Lending Guidelines have been approved by the Board of Trustees or Board of Directors of the Company (as applicable); this Agreement is, and, if properly entered into under the terms of this Agreement and the Securities Lending Guidelines, each Securities loan and Approved Investment will be, legally and validly entered into by the Company on behalf of each Fund, does not, and will not, violate any statute, regulation, rule, order or judgment binding on the Fund, or any provision of the Company's charter or by-laws, or any agreement binding on the Company or affecting its property, and is enforceable against the Company and each Fund in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally;

(b) The person executing this Agreement and all Authorized Persons acting on behalf of the Company or any Fund has and have been duly and properly authorized to do so;

(c) Each Fund is lending Securities as principal for its own account and it will not transfer, assign or encumber its interest in, or rights with respect to, any Securities loans; and

(d) All Securities available for lending pursuant to Section 2.2 of this Agreement are free and clear of all liens, claims, security interests and encumbrances that would preclude their being lent as contemplated by this Agreement. The Company shall promptly notify BGI in the manner agreed between the parties from time to time when any Securities are no longer subject to the representations contained in this sub-paragraph (d).

3.2 BGI's Representations. BGI hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing and to be reaffirmed on any day that a Securities loan hereunder is outstanding, that:

(a) This Agreement is legally and validly entered into by BGI, does not and will not, violate any statute, regulation, rule, order or, judgment binding on BGI, or any provision of BGI's charter or by-laws, or any agreement binding on BGI or affecting its property, and is enforceable against BGI in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally;

(b) Both the person executing this Agreement on behalf of BGI and all persons acting on BGI's behalf pursuant to this Agreement have been duly and properly authorized to do so; and

(c) It will comply with all laws, rules and regulations, including without limitation the conditions of any exemptive orders granted to the Company by the Securities and Exchange Commission with respect to securities lending transactions, if required, applicable to the Securities lending transactions contemplated by this Agreement.

4. Securities Lending Transactions.

4.1 Compliance with Securities Lending Guidelines. BGI hereby acknowledges receipt of the current Securities Lending Guidelines. The Company shall promptly notify BGI of any changes to the Securities Lending Guidelines. BGI acknowledges and agrees that it shall only lend Securities on behalf of the Funds in accordance with the conditions of the Securities Lending Guidelines applicable to the Funds' lending agent.

4.2 Loan Initiation. From time to time BGI may lend Securities to Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines. If instructed by the Company in writing, BGI shall refrain from lending a particular Security or from making loans to a particular Borrower.

4.3 Receipt of Collateral; Approved Investments.

(a) With respect to any Securities loan entered into on behalf of a Fund, BGI shall require that the Borrower deliver and maintain collateral that is equal at all times during the term of the loan to at least the market value of the Securities loaned and any accrued interest thereon. If Cash Collateral is received, BGI is hereby authorized and directed, without obtaining any further approval from the Fund, to invest and reinvest all or substantially all of the Cash Collateral received in any Approved Investments, including in the name of and on behalf of the Fund to redeem, withdraw or sell the same, and to receive distributions in the name of and on behalf of the Fund in accordance with the Securities Lending Guidelines. The Company hereby agrees to execute all necessary documents and take all necessary actions reasonably requested by BGI in order to permit BGI to so act with regard to Approved Investments. BGI shall instruct the Custodian to credit all Collateral, Approved Investments and Distributions received with respect to Collateral and Approved Investments to the Collateral Account and mark its books and records to identify the Fund's ownership thereof as appropriate.

(b) All Approved Investments shall be for the account and risk of the Fund. To the extent any loss arising out of Approved Investments results in a deficiency in the amount of Collateral available for return to a Borrower pursuant to the Securities Lending Agreement, the Fund agrees to pay BGI on demand cash in an amount equal to such deficiency.

(c) Except as otherwise provided herein, all Collateral, Approved Investments and Distributions credited to the Collateral Account shall be controlled by, and subject only to the instructions of, BGI, and BGI shall not be required to comply with any instructions of the Company with respect to the same.

4.4 Distributions on Loaned Securities. Except as provided in the next sentence, all amounts received from the Borrower equivalent to all interest, dividends, and other distributions which the owner of the loaned Securities is entitled to receive shall be credited to the Fund's Account on the date such amounts are delivered by the Borrower to the Custodian. Any non-cash distribution on loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the applicable loan (and shall be considered to constitute loaned Securities) as of the date such non-cash distribution is declared payable whether or not it has been received by the Borrower, provided that any such addition shall be conditional upon the actual receipt of such non-cash distribution and may be reversed by the Custodian to the extent that such non-cash distribution is not received.

4.5 Mark to Market. BGI shall on each Business Day mark to market in U.S. dollars the value of all Collateral (other than Cash Collateral) and Securities loaned hereunder and accordingly receive and release Collateral in accordance with the applicable Securities Lending Agreement.

4.6 Collateral Substitutions. BGI may accept substitutions of Collateral in accordance with the applicable Securities Lending Agreement and the Securities Lending Guidelines and shall credit all such substitutions to the Collateral Account; provided, however, that unless other Collateral has been mutually agreed upon in writing by BGI and the Fund (including by means of the Securities Lending Guidelines), no other Collateral may be substituted for Cash Collateral.

4.7 Termination of Loans. In addition to BGI's authority to terminate a loan of Securities pursuant to the terms of the applicable Securities Lending Agreement as described in Section 2.4 above, BGI shall terminate any Securities loan to a Borrower in accordance with the applicable Securities Lending Agreement promptly:

(a) upon receipt by BGI of Oral Instructions or Written Instructions instructing it to terminate a Securities loan; provided that the Company may require that each Security must be returned to the Fund by no later than the date which is the standard settlement date for trades of such Security entered into on the date such Oral Instruction or Written Instruction is received by BGI;

(b) upon receipt by BGI of Oral Instructions or Written Instructions pursuant to the Securities Lending Guidelines to no longer lend to a particular Borrower;

(c) upon receipt of written notice from the Company terminating this Agreement with respect to one or more Funds in accordance with Section 6; or

(d) as contemplated by the Securities Lending Guidelines.

4.8 Securities Loan Fee. BGI shall receive any applicable Securities Loan Fee paid by any Borrower pursuant to a Securities Lending Agreement and credit all such amounts received to the Earnings Account.

4.9 Borrower's Financial Condition. BGI has delivered to BGFA, the investment adviser to the Funds, each Borrower's most recent statements required to be furnished to customers by Rule 17a-5(c) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as have been made available to BGI pursuant to the Securities Lending Agreements. BGI shall promptly deliver to any investment adviser for the Funds all statements and financial information subsequently delivered to BGI and required to be furnished to BGI under the Securities Lending Agreements.

4.10 Transfer Taxes and Necessary Costs. All transfer taxes and necessary costs with respect to the transfer of the loaned Securities by the Fund to the Borrower and the Borrower to the Fund upon the termination of the loan shall be paid by the Borrower in accordance with the applicable Securities Lending Agreement.

4.11 BGI's Obligation. Except as specifically set forth herein, or in any applicable Securities Lending Agreement, BGI shall have no duty or obligation to take action to effect payment by a Borrower of any amounts owed by such Borrower pursuant to the Securities Lending Agreement.

4.12 Loans to Affiliated Borrowers. The Company and BGI have obtained an exemptive order from the Securities and Exchange Commission that permits BGI to lend Securities on behalf of the Funds to Affiliated Borrowers, provided that such loans are made in accordance with the conditions and procedures outlined in the exemptive order. BGI shall only make loans to Affiliated Borrowers in accordance with such conditions and procedures, as they may be amended from time to time, and only so long as they remain applicable, and in accordance with the Securities Lending Guidelines.

5. Concerning BGI.

5.1 Standard of Care: Indemnification.

(a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the Fund. BGI shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees) incurred by the Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BGI's material breach of this Agreement or BGI's negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder.

Neither the Company nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

(b) The Company on behalf of each Fund agrees to indemnify BGI and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in

connection with or arising out of BGI's operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BGI's negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.

(c) BGI shall indemnify and hold harmless the Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BGFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims ("Loss") to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, bad faith or willful misconduct of BGI, its officers, directors or employees or any of its agents or subcustodians in connection with the Securities lending activities undertaken pursuant to this Agreement, provided that BGI's indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BGI.

(d) BGI has obtained a Guaranty and Indemnity dated February 15, 2003 from Barclays Bank PLC, in favor of the Funds. Upon the termination of that guaranty, BGI shall obtain, and bear the costs of obtaining, a guaranty from Barclays Bank PLC or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, pursuant to which the guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guarantee and Indemnity by Barclays Bank PLC. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BGI is not a party.

5.2 No Obligation to Inquire. Without limiting the generality of the foregoing, BGI shall be under no obligation to inquire into, and shall not be liable for, the validity of the issue of any Securities at any time held in the Account or Approved Investments held in the Collateral Account.

5.3 Advice of Counsel. BGI may, with respect to questions of law, apply for and obtain the advice and opinion of counsel which may be counsel to the Company, provided that the foregoing shall not be deemed to be a waiver by the Company of any conflict of such counsel.

5.4 No Collection Obligations. BGI shall be under no obligation or duty to take action to effect collection from the issuer of any amounts payable in respect of Securities or Approved Investments if the issuer of such Securities or Approved Investments is in default, or if payment is refused after due demand and presentation.

5.5 Pricing Methods. BGI is authorized to utilize any recognized pricing information service or any other means of valuation specified in the applicable Securities Lending Agreement

("Pricing Methods") in order to perform its valuation responsibilities with respect to loaned Securities, Collateral and Approved Investments, and the Fund agrees to hold BGI harmless from and against any loss or damage suffered or incurred as a result of errors or omissions of any such Pricing Methods.

5.6 BGI's Fee as Securities Lending Agent, etc.

(a) (i) In the case of a Fund with a portfolio whose assets consist of a majority of fixed income portfolio securities by weighting (a "Fixed Income Fund"), in connection with each Securities loan hereunder, the Fixed Income Fund shall, subject to Sections 5.6(a)(ii) and 5.6(d), pay to BGI a percentage (the "BGI Fee Percentage for Fixed Income Funds") of the net amount earned from Securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount to be paid to BGI in connection with any such Securities Loan shall be computed after deducting (x) any rebate due to the Borrowers under the applicable Securities Lending Agreement with the Borrowers and (y) Cash Management Costs in an amount not to exceed 0.05% of the value of such Cash Collateral. The BGI Fee Percentage for Fixed Income Funds shall be such percentage as may from time to time be agreed upon by the Board of the Company and BGI and shall be set forth in writing. As of the date of this Agreement, the BGI Fee Percentage for Fixed Income Funds is forty percent (40%).

(ii) Notwithstanding the provisions of Section 5.6(a)(i), if the fee calculated pursuant to such Section 5.6(a)(i) for any month would result in an effective fee split for the Fund of less than 50% of the sum of the Fixed Income Fund's securities lending income (after deducting the rebate to the borrowers) plus Cash Management Costs for such month ("50/50 Effective Fee Split"), then BGI's fees for such month shall be reduced to the extent necessary to provide the Fixed Income Fund with the 50/50 Effective Fee Split.

(b) In the case of any Fund, other than a Fixed Income Fund (a "Non-Fixed Income Fund"), in connection with each Securities Loan hereunder, the Non-Fixed Income Fund shall, subject to Section 5.6(d), pay to BGI a percentage (the "BGI Fee Percentage for Non-Fixed Income Funds") of the net amount earned from securities lending activities, consisting of income earned on the investment and reinvestment of Cash Collateral plus any Securities Loan Fees otherwise paid by the Borrowers. The net amount to be paid to BGI in connection with any such Securities loan shall be completed after deducting (x) any rebate due to the Borrowers under the applicable Securities lending Agreement with the Borrowers and (y) Cash Management Costs in an amount not to exceed 0.09% of the value of such Cash Collateral. The BGI Fee Percentage for Non-Fixed Income Funds shall be such percentage as may from time to time be agreed upon by the Board of the Company and BGI and shall be set forth in writing. As of the date of this Agreement, the BGI Fee Percentage for Non-Fixed Income Funds is thirty-five percent (35%).

(c) BGI is authorized on a monthly basis to charge the fee owed to it by a Fund under this Section 5.6 against the applicable Collateral Account or Earnings Account. Such fee shall be charged and paid at the end of each month. Subject to Section 5.6(d), BGI shall simultaneously therewith direct the Custodian to pay to the applicable Fund the net amount earned from Securities lending activities, as described in Section 5.6(a), that is not paid to BGI as its fee.

(d) BGI shall be responsible for all transaction fees and all other operational costs relating to Securities lending activities, other than Cash Management Costs to be borne by the Fund as provided in Section 5.6(a) or Section 5.6(b), as applicable, and extraordinary expenses (e.g., litigation and indemnification expenses). In the event that a Fund directly or indirectly bears any Cash Management Costs in excess of the amount of the Cash Management Costs to be borne by the Fund as provided in Section
5.6(a) (other than extraordinary expenses), as computed at least monthly by BGI or its designee, then such excess shall, without limitation, be deemed a transaction fee or other operational cost for which BGI shall be responsible.

5.7 Reliance on Certificates and Instructions. The Company agrees to furnish to BGI a new Certificate whenever any then Authorized Person ceases to be an Authorized Person or additional Authorized Persons are appointed and authorized. BGI shall be entitled to rely, and shall be fully protected in acting, upon any Certificate, any information contained on any schedule hereto as may be amended in accordance with the terms hereof, and any Written or Oral Instruction actually received by BGI and reasonably believed by BGI to be duly authorized and delivered. The Company agrees to forward to BGI Written Instructions confirming Oral Instructions in such manner so that such Written Instructions are received by BGI by the close of business of the same day that such Oral Instructions are given to BGI. The Company agrees that the fact that such confirming Written Instructions are not received on a timely basis or that contrary instructions are received by BGI shall in no way affect the validity or enforceability of the transactions authorized by the Company. BGI shall use reasonable efforts to report any subsequently received contrary instructions. In this regard, the records of BGI shall be presumed to reflect accurately any Oral Instructions given by an Authorized Person or a person reasonably believed by BGI to be an Authorized Person.

5.8 Disclosure of Information. BGI may not disclose or supply any information regarding the Company or Fund unless required by any law or governmental regulation now or hereafter in effect or requested to do so by Company; provided that BGI may disclose or supply information regarding the Company and/or Fund and any transactions authorized by this Agreement as necessary in the sole discretion of BGI in order to facilitate, effect or continue any Securities loans hereunder or to assist in the analysis of the performance of the Securities lending program.

5.9 Reports. BGI shall furnish the Company and the Fund with reports relating to loans hereunder and other information requested by the Company and shall provide such reports to the Company's Board of Trustees or Board of Directors (as applicable) upon request or as may be required by the Securities Lending Guidelines.

5.10 Force Majeure. Notwithstanding anything to the contrary in this Agreement, in no event shall a party to this Agreement be liable to the other party or any third party for losses resulting from (i) any acts of God, fires, floods, or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, terrorist activity, or insurrection, or (ii) other happenings or events beyond the reasonable control or anticipation of the party affected, provided that (A) the affected party has in place appropriate business continuity procedures, systems and facilities and (B) the affected party uses its best efforts to avoid or remove the cause of such losses.

5.11 No Implied Duties.

(a) BGI shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and in the applicable Securities Lending Agreement, and no covenant or obligation shall be implied against BGI in connection with this Agreement.

(b) Neither the Company nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Company or any Fund in connection with this Agreement.

(c) Nothing in this Agreement shall be understood to imply that in performing the functions described herein, BGI is acting in the capacity of an investment adviser or is providing advice as to the value of securities or as to the advisability of investing in, purchasing, or selling securities.

6. Termination.

6.1 Termination. This Agreement may be terminated at any time with respect to one or more Funds by either party upon delivery to the other party of a written notice specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice.

6.2 Cooperation. Both parties shall take all commercially reasonable steps to cooperate to provide a smooth transition in the event of a termination.

6.3 Termination of Loans, etc. upon Termination of Agreement. Notwithstanding any such notice, this Agreement shall continue in full force and effect with respect to any loans of Securities that remain outstanding as of the date of termination; provided, however, that BGI shall promptly terminate all loans of Securities made pursuant to this Agreement and shall not make any further loans of Securities pursuant to this Agreement.

7. Miscellaneous.

7.1 Exclusivity. During the term of this Agreement, the Company agrees that it shall not enter into any other agreement with any third party whereby such third party is permitted to make loans on behalf of any Fund of any Securities held by BGI in the Account from time to time; provided, however, that nothing in this provision shall prevent the Company from terminating this Agreement and/or hiring a securities lending agent other than BGI. The parties agree that this provision does not prohibit the Company from maintaining this Agreement during any transition period to another Securities lending agent.

7.2 Notices.

(a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to BGI, shall be sufficiently given if addressed to BGI and received by it at its offices at 400 Howard Street, San Francisco, CA 94105, Attention: Securities Lending Department, with a copy to the General Counsel or at such other place as BGI may from time to time designate in writing.

(b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Company shall be sufficiently given if addressed to the Fund and/or Company and received by - Mutual Fund Administration, c/o Barclays Global Fund Advisors, 400 Howard Street, San Francisco, California 94105, with a copy to: Legal Department, or at such other place as the Company may from time to time designate in writing.

7.3 Cumulative Rights and No Waiver. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of a party to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right.

7.4 Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

7.5 Amendments. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.

7.6 Successors and Assigns. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

7.7 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflict of laws principles thereof.

7.8 No Third Party Beneficiaries. In performing hereunder, BGI is acting solely on behalf of the Company and, except as specifically provided herein, no contractual or service relationship shall be deemed to be established hereby between BGI and any other person.

7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

7.10 SIPA Notice. THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO LOANS HEREUNDER AND, THEREFORE, THE COLLATERAL DELIVERED TO BGI AS

AGENT FOR THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF A BORROWER'S OBLIGATION IN THE EVENT SUCH BORROWER FAILS TO RETURN THE LOANED SECURITIES.

7.11 Survival of Indemnification. The indemnifications provided by a party hereunder shall be a continuing obligation of such party, its successors and assigns, notwithstanding the termination of any loans hereunder or of this Agreement.

7.12 No Personal Liability. It is understood and agreed that none of the shareholders, officers, agents, Directors or Trustees (as applicable) of the Company or any Fund shall be personally liable hereunder. All persons contracting with or having a claim against the Company with respect to a Fund shall look solely to the assets of such Fund for payment of such contract or claim, and no Fund shall be liable for the obligations of any other Fund.

[End of Text]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

iSHARES, INC.

By: /s/ Jack Gee
    ------------------------------------
    Name:  Jack Gee
    Title: Treasurer and Chief
           Financial Officer

iSHARES TRUST

By: /s/ Jack Gee
    ------------------------------------
    Name:  Jack Gee
    Title: Treasurer and Chief
           Financial Officer

BARCLAYS GLOBAL INVESTORS, N.A.

By: /s/ Geoffrey Flynn
    ------------------------------------
    Name:  Geoffrey Flynn
    Title: Managing Director


By: /s/ Michael A. Latham
    ------------------------------------
    Name:  Michael A. Latham
    Title: Managing Director

Approved by the Board of Trustees of iShares Trust and the Board of Directors of iShares, Inc. on October 28, 2009

[Signature page to Securities Lending Agency Agreement]

SCHEDULE A

FUNDS

[LIST TO BE ADDED]

EXHIBIT A

(FORMS OF SECURITIES LENDING AGREEMENTS)

EXHIBIT (h.2)

Securities Lending Agreement

SCHEDULE A
LENDERS

iSHARES, INC.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund iShares MSCI Belgium Investable Market Index Fund iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund iShares MSCI Emerging Markets Index Fund iShares MSCI Emerging Markets Eastern Europe Index Fund iShares MSCI EMU Index Fund
iShares MSCI France Index Fund
iShares MSCI Germany Index Fund
iShares MSCI Hong Kong Index Fund
iShares MSCI Israel Capped Investable Market Index Fund iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund iShares MSCI Netherlands Investable Market Index Fund iShares MSCI Pacific ex-Japan Index Fund iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund iShares MSCI Turkey Investable Market Index Fund iShares MSCI United Kingdom Index Fund

iSHARES TRUST

iShares 10+ Year Credit Bond Fund
iShares 10+ Year Government/Credit Bond Fund

iShares 2012 S&P AMT-Free Municipal Series iShares 2013 S&P AMT-Free Municipal Series iShares 2014 S&P AMT-Free Municipal Series iShares 2015 S&P AMT-Free Municipal Series iShares 2016 S&P AMT-Free Municipal Series iShares 2017 S&P AMT-Free Municipal Series

iShares Barclays 1-3 Year Credit Bond Fund (formerly known as Lehman 1-3 Year Credit Bond Fund)
iShares Barclays 1-3 Year Treasury Bond Fund (formerly known as Lehman 1-3 Year Treasury Bond Fund)
iShares Barclays 3-7 Year Treasury Bond Fund (formerly known as Lehman 3-7 Year Treasury Bond Fund)
iShares Barclays 7-10 Year Treasury Bond Fund (formerly known as Lehman 7-10 Year Treasury Bond Fund)
iShares Barclays 10-20 Year Treasury Bond Fund (formerly known as Lehman 10-20 Year Treasury Bond Fund)
iShares Barclays 20+ Year Treasury Bond Fund (formerly known as Lehman 20+ Year Treasury Bond Fund)

Securities Lending Agreement

SCHEDULE A (CONTINUED)
LENDERS

iShares Barclays Agency Bond Fund
iShares Barclays Aggregate Bond Fund (formerly known as Lehman Aggregate Bond Fund)
iShares Barclays Credit Bond Fund (formerly known as Lehman Credit Bond Fund) iShares Barclays Government/Credit Bond Fund (formerly known as Lehman Government/Credit Bond Fund)
iShares Barclays Intermediate Credit Bond Fund (formerly known as Lehman Intermediate Credit Bond Fund)
iShares Barclays Intermediate Government/Credit Bond Fund (formerly known as Lehman Intermediate Government/Credit Bond Fund) iShares Barclays MBS Bond Fund (formerly known as iShares Lehman MBS Bond Fund) iShares Barclays Short Treasury Bond Fund (formerly known as Lehman Short Treasury Bond Fund)
iShares Barclays TIPS Bond Fund (formerly known as Lehman TIPS Bond Fund)

iShares Cohen & Steers Realty Majors Index Fund

iShares Dow Jones International Select Dividend Index Fund (formerly known as iShares Dow Jones EPAC Select Dividend Index Fund) iShares Dow Jones Select Dividend Index Fund iShares Dow Jones Transportation Average Index Fund iShares Dow Jones U.S. Aerospace & Defense Index Fund iShares Dow Jones U.S. Basic Materials Sector Index Fund iShares Dow Jones U.S. Broker-Dealers Index Fund iShares Dow Jones U.S. Consumer Goods Sector Index Fund iShares Dow Jones U.S. Consumer Services Sector Index Fund iShares Dow Jones U.S. Energy Sector Index Fund iShares Dow Jones U.S. Financial Sector Index Fund iShares Dow Jones U.S. Financial Services Index Fund iShares Dow Jones U.S. Healthcare Providers Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund iShares Dow Jones U.S. Home Construction Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund iShares Dow Jones U.S. Insurance Index Fund iShares Dow Jones U.S. Medical Devices Index Fund iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund iShares Dow Jones U.S. Oil Equipment & Services Index Fund iShares Dow Jones U.S. Pharmaceuticals Index Fund iShares Dow Jones U.S. Real Estate Index Fund iShares Dow Jones U.S. Regional Banks Index Fund iShares Dow Jones U.S. Technology Sector Index Fund iShares Dow Jones U.S. Telecommunications Sector Index Fund iShares Dow Jones U.S. Index Fund (formerly known as iShares Dow Jones U.S.
Total Markets Index Fund)
iShares Dow Jones U.S. Utilities Sector Index Fund

iShares FTSE China (HK Listed) Index Fund iShares FTSE Developed Small Cap ex-North America Index Fund iShares FTSE EPRA/NAREIT Developed Asia Index Fund (formerly known as iShares FTSE EPRA/NAREIT Asia Index Fund)
iShares FTSE EPRA/NAREIT Developed Europe Index Fund (formerly known as iShares FTSE EPRA/NAREIT Europe Index Fund)
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund (formerly known as iShares FTSE EPRA/NAREIT Global Real Estate ex-U.S. Index Fund)

Securities Lending Agreement

SCHEDULE A (CONTINUED)
LENDERS

iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE KLD Social Index Fund (formerly known as iShares KLD 400 Social Index Fund)
iShares FTSE KLD Select Social Index Fund (formerly known as iShares KLD Select SocialSM Index Fund)
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as iShares FTSE NAREIT Industrial/Office Index Fund) iShares FTSE NAREIT Real Estate 50 Index Fund iShares FTSE NAREIT Residential Plus Capped Index Fund (formerly known as iShares FTSE NAREIT Residential Index Fund) iShares FTSE NAREIT Retail Capped Index Fund (formerly known as iShares FTSE NAREIT Retail Index Fund)
iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares FTSE NAREIT Mortgage REITs Index Fund) iShares FTSE/Xinhua China 25 Index Fund

iShares iBoxx $ High Yield Corporate Bond Fund iShares iBoxx $ Investment Grade Corporate Bond Fund (formerly know as iShares GS $ InvesTopTM Corporate Bond Fund)

iShares JPMorgan USD Emerging Markets Bond Fund

iShares Morningstar Large Core Index Fund iShares Morningstar Large Growth Index Fund iShares Morningstar Large Value Index Fund iShares Morningstar Mid Core Index Fund
iShares Morningstar Mid Growth Index Fund iShares Morningstar Mid Value Index Fund iShares Morningstar Small Core Index Fund iShares Morningstar Small Growth Index Fund iShares Morningstar Small Value Index Fund

iShares MSCI ACWI Index Fund
iShares MSCI ACWI ex US Index Fund
iShares MSCI All Country Asia ex Japan Index Fund iShares MSCI All Peru Capped Index Fund
iShares MSCI EAFE Growth Index Fund
iShares MSCI EAFE Index Fund
iShares MSCI EAFE Small Cap Index Fund
iShares MSCI EAFE Value Index Fund
iShares MSCI Kokusai Index Fund

iShares Nasdaq Biotechnology Index Fund

iShares NYSE 100 Index Fund
iShares NYSE Composite Index Fund

iShares Russell 1000 Growth Index Fund
iShares Russell 1000 Index Fund
iShares Russell 1000 Value Index Fund
iShares Russell 2000 Growth Index Fund
iShares Russell 2000 Index Fund
iShares Russell 2000 Value Index Fund
iShares Russell 3000 Growth Index Fund
iShares Russell 3000 Index Fund
iShares Russell 3000 Value Index Fund
iShares Russell Microcap Index Fund
iShares Russell Midcap Growth Index Fund

Securities Lending Agreement

SCHEDULE A (CONTINUED)
LENDERS

iShares Russell Midcap Index Fund
iShares Russell Midcap Value Index Fund
iShares Russell Top 200 Growth Index Fund iShares Russell Top 200 Index Fund
iShares Russell Top 200 Value Index Fund

iShares S&P 100 Index Fund
iShares S&P 1500 Index Fund
iShares S&P 500 Growth Index Fund
iShares S&P 500 Index Fund
iShares S&P 500 Value Index Fund
iShares S&P Aggressive Allocation Fund
iShares S&P Asia 50 Index Fund
iShares S&P/Citigroup International Treasury Bond Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund iShares S&P California AMT-Free Municipal Bond Fund (formerly known as iShares S&P California Municipal Bond Fund)
iShares S&P Conservative Allocation Fund iShares S&P Developed ex-U.S. Property Index Fund (formerly known as iShares S&P World ex-U.S. Property Index Fund) iShares S&P Emerging Markets Infrastructure Index Fund iShares S&P Europe 350 Index Fund
iShares S&P Global 100 Index Fund
iShares S&P Global Clean Energy Index Fund iShares S&P Global Consumer Discretionary Sector Index Fund iShares S&P Global Consumer Staples Sector Index Fund iShares S&P Global Energy Sector Index Fund iShares S&P Global Financials Sector Index Fund iShares S&P Global Healthcare Sector Index Fund iShares S&P Global Industrials Sector Index Fund iShares S&P Global Infrastructure Index Fund iShares S&P Global Materials Sector Index Fund iShares S&P Global Nuclear Energy Index Fund iShares S&P Global Technology Sector Index Fund iShares S&P Global Telecommunications Sector Index Fund iShares S&P Global Timber & Forestry Index Fund iShares S&P Global Utilities Sector Index Fund iShares S&P Growth Allocation Fund
iShares S&P India Nifty 50 Index Fund
iShares S&P Latin America 40 Index Fund
iShares S&P MidCap 400 Growth Index Fund iShares S&P MidCap 400 Index Fund
iShares S&P MidCap 400 Value Index Fund
iShares S&P Moderate Allocation Fund
iShares S&P National AMT-Free Municipal Bond Fund (formerly known as iShares S&P National Municipal Bond Fund)
iShares S&P New York AMT-Free Municipal Bond Fund (formerly known as iShares S&P New York Municipal Bond Fund)
iShares S&P North American Natural Resources Sector Index Fund iShares S&P North American Technology-Multimedia Networking Index Fund iShares S&P North American Technology-Semiconductors Index Fund iShares S&P North American Technology-Software Index Fund iShares S&P North American Technology Sector Index Fund iShares S&P Short Term National AMT-Free Municipal Bond Fund

Securities Lending Agreement

SCHEDULE A (CONTINUED)
LENDERS

(formerly known as iShares S&P Short Term National Municipal Bond Fund)

iShares S&P SmallCap 600 Growth Index Fund iShares S&P SmallCap 600 Index Fund
iShares S&P SmallCap 600 Value Index 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
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iShares S&P U.S. Preferred Stock Index Fund

AMENDED AND APPROVED BY THE BOARD OF TRUSTEES OF ISHARES TRUST AND BOARD OF DIRECTORS OF ISHARES, INC. ON DECEMBER 8-9, 2009.

Exhibit (i)

[LOGO RICHARDS LAYTON & FINGER]

December 23, 2009

iShares Trust
c/o Barclays Global Fund Advisors
400 Howard Street
San Francisco, CA 94105

Re: iShares MSCI All Peru Capped Index Fund

Ladies and Gentlemen:

We have acted as special Delaware counsel for iShares Trust, a Delaware statutory trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 16, 1999, as amended and restated by the Restated Certificate of Trust of the Trust (the "Certificate of Trust"), as filed with the Secretary of State on September 15, 2006;

(b) The Agreement and Declaration of Trust, dated December 16, 1999, made by the trustee named therein, as amended and restated by the Agreement and Declaration of Trust, dated September 13, 2006, made by the trustees named therein, as further amended and restated by the Amended and Restated Agreement and Declaration of Trust, dated September 24, 2008, made by the trustees named therein, as further amended and restated by the Amended and Restated Agreement and Declaration of Trust, dated September 17, 2009 (as amended and restated on such date, the "Trust Instrument"), made by the trustees named therein;

(c) Post-Effective Amendment No. 354 (the "Amendment"), to be filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof, to the Trust's Registration Statement on Form N-1A (File Nos. 333-92935 and 811-09729), filed with the SEC on December 16, 1999 (as amended by the Amendment, the "Registration Statement");

. . .

One Rodney Square . 920 North King Street . Wilmington, DE 19801 .

Phone: 302-651-7700 . Fax: 302-651-7701

www.rlf.com

iShares Trust
December 23, 2009

(d) The Amended and Restated By-Laws of the Trust in effect on the date hereof (the "By-laws") as approved by the Board of Trustees of the Trust (the "Board") on August 13, 2009;

(e) Copies of certain resolutions adopted by the Board at a meeting with respect to delegation of naming determinations for series of the Trust to Barclays Global Fund Advisors or any Fund officer;

(f) Copies of certain resolutions adopted by the Board with respect to the creation of that certain series of the Trust known as iShares MSCI All Peru Capped Index Fund (the "Fund") and the issuance of certain shares of beneficial interest in such Fund (each, a "Share," and collectively, the "Shares");

(g) A certificate of an officer of the Trust with respect to certain matters, dated December 23, 2009; and

(h) A Certificate of Good Standing for the Trust, dated December 22, 2009, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Instrument. The documents identified in paragraphs (e) and (f) above are collectively referred to herein as the "Resolutions".

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (h) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (h) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Instrument constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Instrument, the By-laws and the Certificate of Trust are in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or

iShares Trust
December 23, 2009

due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties (other than the Trust) to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the payment by each Person to whom a Share has been or is to be issued by the Trust (collectively, the "Shareholders") for such Share, in accordance with the Trust Instrument and the Resolutions and as contemplated by the Registration Statement, and (vii) that the Shares have been and are issued and sold to the Shareholders in accordance with the Trust Instrument and the Resolutions and as contemplated by the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.Section.3801, et. seq.

2. The Shares of the Trust have been duly authorized and, when issued, will be validly issued, fully paid and nonassessable beneficial interests in the Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

                                            /s/ Richards, Layton & Finger, P.A.
RJF/AXR

EXHIBIT (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated October 23, 2009, relating to the financial statements and financial highlights which appear in the August 31, 2009 Annual Report to Shareholders of iShares MSCI All Peru Capped Index Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Registered Public Accounting Firm" and "Financial Statements" in such Registration Statement.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2009

EXHIBIT (q.2)

POWER OF ATTORNEY
WITH RESPECT TO
iSHARES TRUST AND iSHARES, INC.

Know all men by these presents that Robert S. Kapito, a Trustee of iShares Trust (the "Trust") and a Director of iShares, Inc. (the "Company") (together, the "Companies"), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Geoffrey D. Flynn, Jack Gee, Margery K. Neale and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

December 8, 2009

/s/ Robert S. Kapito
-------------------------------------
Name: ROBERT S. KAPITO