iSHARES TRUST (Form: POS EX, Received: 05/04/2010 06:05:11)

As filed with the Securities and Exchange Commission on May 3, 2010
File Nos. 333-92935 and 811-09729

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 418 [X]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 418 [X]
(Check appropriate box or boxes)

iShares Trust
(Exact Name of Registrant as Specified in Charter)

c/o State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
(Address of Principal Executive Office)(Zip Code)

Registrant's Telephone Number, including Area Code: (415) 597-2000

The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)

                                 With Copies to:

MARGERY K. NEALE, ESQ.   BENJAMIN J. HASKIN, ESQ.    JESSICA BENTLEY, ESQ.
    WILLKIE FARR &             WILLKIE FARR         BLACKROCK INSTITUTIONAL
     GALLAGHER LLP            & GALLAGHER LLP         TRUST COMPANY, N.A.
  787 SEVENTH AVENUE         1875 K STREET, NW         400 HOWARD STREET
       NEW YORK,                WASHINGTON,              SAN FRANCISCO,
     NY 10019-6099             DC 20006-1238               CA 94105

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment consists of the following:

1. Facing Sheet of the Registration Statement.

2. Explanatory Note

3. Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement.

This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post- Effective Amendment No. 370 to the Registration Statement on Form N-1A filed on January 22, 2010 pursuant to Rule 485(a) under the Securities Act of 1933, as amended, are incorporated by reference herein.

iShares Trust File Nos. 333-92935 and 811-09729

Part C
Other Information

Item 28. Exhibits:

PEA # 418

Exhibit
Number    Description
------    -----------
 (a)      Amended and Restated Agreement and Declaration of Trust, dated
          September 17, 2009, is incorporated herein by reference to
          Post-Effective Amendment No. 303, filed October 16, 2009 ("PEA No.
          303").

 (a.1)    Restated Certificate of Trust, dated September 13, 2006, is
          incorporated herein by reference to Post-Effective Amendment No. 53,
          filed September 19, 2006.

 (b)      Amended and Restated By-Laws, dated April 20, 2010, is filed herein.

 (c)      Article II of the Amended and Restated Agreement and Declaration of
          Trust is incorporated herein by reference to Exhibit (a) to PEA No.
          303.

 (d.1)    Investment Agreement, dated December 1, 2009, between the Trust and
          BlackRock Fund Advisors ("BFA") is incorporated herein by reference to
          Post-Effective Amendment No. 354, filed December 28, 2009 ("PEA No.
          354").

 (d.2)    Schedule A to the Investment Advisory Agreement between the Trust and
          BFA is filed herein.

 (d.3)    Schedule A to the Investment Advisory Agreement between iShares, Inc.
          and BFA is filed herein.

 (d.4)    Master Advisory Fee Waiver Agreement, dated June 17, 2009, between the
          Trust and Barclays Global Fund Advisors/1/ is incorporated herein by
          reference to Post-Effective Amendment No. 261, filed July 24, 2009
          ("PEA No. 261").

 (d.5)    Schedule A, dated June 17, 2009, to the Master Advisory Fee Waiver
          Agreement is incorporated herein by reference to Exhibit (d.5) of PEA
          No. 261.

 (e.1)    Distribution Agreement between the Trust and SEI Investments
          Distribution Company ("SEI") is incorporated herein by reference to
          Post-Effective Amendment No. 2, filed May 12, 2000 ("PEA No. 2").

 (e.2)    Exhibit A to the Distribution Agreement between the Trust and SEI is
          filed herein.

 (f)      Not applicable.

 (g.1)    Custodian Agreement between the Trust and Investors Bank & Trust
          Company ("IBT")/2/ is incorporated herein by reference to PEA No. 2.

 (g.2)    Amendment, dated December 31, 2002, to the Custodian Agreement is
          incorporated herein by reference to Post-Effective Amendment No. 45,
          filed June 28, 2006 ("PEA No. 45").

 (g.3)    Amendment, dated May 21, 2002, to the Custodian Agreement is
          incorporated herein by reference to PEA No. 45.

 (g.4)    Amendment, dated January 1, 2006, to the Custodian Agreement is
          incorporated herein by reference to PEA No. 45.

 (g.5)    Appendix A to the Custodian Agreement is filed herein.

 (h.1)    Amended and Restated Securities Lending Agency Agreement, dated
          November 2, 2009, among the Trust, iShares, Inc. and Barclays Global
          Investors, N.A./3/ is incorporated herein by reference to PEA No. 354.

 (h.2)    Schedule A to Amended and Restated Securities Lending Agency Agreement
          is filed herein.

 (h.3)    Form of Master Securities Loan Agreement (including forms of Annexes,
          Schedule and Appendix thereto) is incorporated herein by reference to
          Post-Effective Amendment No. 369, filed January 22, 2010.

 (h.4)    Delegation Agreement between the Trust and IBT/2/ is incorporated
          herein by reference to Exhibit (g.3) to PEA No. 2.

 (h.5)    Administration Agreement between the Trust and IBT/2/ is incorporated
          herein by reference to Exhibit (h.1) to PEA No. 2.

 (h.6)    Amendment, dated May 21, 2002, to the Administration Agreement is
          incorporated herein by reference to Exhibit (h.6) to PEA No. 45.

 (h.7)    Amendment, dated January 1, 2006, to the Administration Agreement is
          incorporated herein by reference to Exhibit (h.7) to PEA No. 45.

 (h.8)    Amendment, dated January 1, 2007, to the Administration Agreement is
          incorporated herein by reference to Exhibit (h.8) to Post-Effective
          Amendment No. 75, filed March 26, 2007.

 (h.9)    Appendix A to the Administration Agreement is filed herein.

 (h.10)   Transfer Agency and Service Agreement between the Trust and IBT/2/ is
          incorporated herein by reference to Exhibit (h.2) to PEA No. 2.

 (h.11)   Amendment, dated May 21, 2002, to the Transfer Agency and Service
          Agreement is incorporated herein by reference to PEA No. 45.

 (h.12)   Amendment, dated August 18, 2004, to the Transfer Agency and Service
          Agreement is incorporated herein by reference to PEA No. 45.

 (h.13)   Amendment, dated January 1, 2006, to the Transfer Agency and Service
          Agreement is incorporated herein by reference to PEA No. 45.

 (h.14)   Appendix A to the Transfer Agency and Service Agreement is filed
          herein.

 (h.15)   Sublicense Agreement, dated April 25, 2000, between BlackRock
          Institutional Trust Company, N.A. ("BTC") /3/ and the Trust for
          iShares S&P Funds is incorporated herein by reference to Exhibit
          (h.3.i) to PEA No. 2.

 (h.16)   Amendment to Sublicense Agreement between BTC/3/ and the Trust for the
          iShares S&P Funds is incorporated herein by reference to
          Post-Effective Amendment No. 188, filed November 20, 2008.

 (h.17)   Sublicense Agreement, dated April 25, 2000, between BTC/3/ and the
          Trust for iShares Dow Jones Funds is incorporated herein by reference
          to Exhibit (h.7) to Post-Effective Amendment No. 37, filed June 6,
          2005 ("PEA No. 37").

 (h.18)   Exhibit A to the Sublicense Agreement, dated April 1, 2006, between
          BTC/3/ and the Trust for iShares Dow Jones Funds is incorporated
          herein by reference to Exhibit (h.8) to Post-Effective Amendment No.
          43, filed April 17, 2006.

 (h.19)   Sublicense Agreement between BTC/3/ and the Trust for iShares Dow
          Jones Funds to be filed by amendment.

 (h.20)   Sublicense Agreement, dated April 25, 2000, between BTC/3/ and the
          Trust for iShares Russell Funds is incorporated herein by reference to
          Exhibit (h.8) to PEA No. 37.

 (h.21)   Exhibit A to the Sublicense Agreement between BTC/3/ and the Trust for
          iShares Russell Funds is incorporated herein by reference to
          Post-Effective Amendment No. 114, filed November 9, 2007 ("PEA No.
          114").

 (h.22)   Sublicense Agreement between BTC/3/ and the Trust for the iShares MSCI
          Funds is incorporated herein by reference to Exhibit (h.9) to
          Post-Effective Amendment No. 10, filed June 1, 2001.

 (h.23)   Amendment to Sublicense Agreement between BTC/3/ and the Trust for the
          iShares MSCI Funds is filed herein.

 (h.24)   Sublicense Agreement between BTC/3/ and the Trust for iShares Nasdaq
          Biotechnology Index Fund is incorporated herein by reference to
          Exhibit (h.10) to Post-Effective Amendment No. 13, filed July 31,
          2001.

 (h.25)   Sublicense Agreement between BTC/3/ and the Trust for iShares Lehman
          Brothers 1-3 year Treasury Index Fund, iShares Lehman Brothers 7-10
          year Treasury Index Fund, iShares Lehman Brothers 20+ year Treasury
          Index Fund, iShares Lehman Brothers Treasury Index Fund, iShares
          Lehman Brothers Government/Credit Index Fund and iShares U.S. Credit
          Index Fund is incorporated herein by reference to Exhibit (h.12) to
          Post-Effective Amendment No. 16, filed July 31, 2002.

 (h.26)   Sublicense Agreement between BTC/3/ and the Trust for iShares iBoxx $
          High Yield Corporate Bond Fund and iShares iBoxx $ Investment Grade
          Corporate Bond Fund is incorporated herein by reference to Exhibit
          (h.24) to PEA No. 114.

 (h.27)   Sublicense Agreement between BTC/3/ and the Trust for iShares Cohen &
          Steers Realty Majors Index Fund is incorporated herein by reference to
          Exhibit (h.15) to PEA No. 37.

 (h.28)   Sublicense Agreement between BTC/3/ and the Trust for iShares Dow
          Jones Transportation Average Index Fund and iShares Dow Jones Select
          Dividend Index Fund is incorporated herein by reference to Exhibit
          (h.17) to PEA No. 37.

 (h.29)   Sublicense Agreement between BTC/3/ and the Trust for iShares NYSE 100
          Index Fund and iShares NYSE Composite Index Fund is incorporated
          herein by reference to Exhibit (h.19) to PEA No. 37.

 (h.30)   Sublicense Agreement between BTC/3/ and the Trust for iShares
          FTSE/Xinhua China 25 Index Fund is incorporated herein by reference to
          Exhibit (h.20) to PEA No. 37.

 (h.31)   Sublicense Agreement between BTC/3/ and the Trust for iShares
          Morningstar Funds is incorporated herein by reference to Exhibit
          (h.21) to PEA No. 37.

 (h.32)   Sublicense Agreement between BTC/3/ and the Trust for iShares KLD
          Select Social(SM) Index Fund is incorporated herein by reference to
          Exhibit (h.22) to PEA No. 37.

 (h.33)   Exhibit A to the Sublicense Agreement between BTC/3/ and the Trust for
          iShares KLD 400 Social Index Fund is incorporated herein by reference
          to Exhibit (h.31) to PEA No. 114.

 (h.34)   Exhibit A to the Sublicense Agreement between BTC/3/ and the Trust for
          iShares Lehman Brothers Funds is incorporated herein by reference to
          Exhibit (h.32) to Post-Effective Amendment No. 67, filed January 5,
          2007.

 (h.35)   Exhibit A to the Sublicense Agreement between BTC/3/ and the Trust for
          iShares Dow Jones EPAC Select Dividend Index Fund is incorporated
          herein by reference to Exhibit (h.38) to Post-Effective Amendment No.
          93, filed July 30, 2007.

 (h.36)   Sublicense Agreement between BTC/3/ and the Trust for FTSE/NAREIT
          Funds is incorporated herein by reference to PEA No. 114.

 (h.37)   Amendment to Sublicense Agreement between BTC/3/ and the Trust for
          FTSE/NAREIT Funds to be filed by amendment.

 (h.38)   Sublicense Agreement between BTC/3/ and the Trust for iShares JPMorgan
          USD Emerging Markets Bond Fund is incorporated herein by reference to
          Exhibit (h.38) to Post-Effective Amendment No. 101, filed September
          27, 2007.

 (i)      Legal Opinion and Consent of Richards, Layton & Finger P.A. is filed
          herein.

 (j)      Consent of PricewaterhouseCoopers LLP to be filed by amendment.

 (k)      Not applicable.

 (l.1)    Subscription Agreement between the Trust and SEI is incorporated
          herein by reference to PEA No. 2.

 (l.2)    Letter of Representations between the Trust and Depository Trust
          Company is incorporated herein by reference to PEA No. 2.

 (l.3)    Amendment of Letter of Representations between the Trust and
          Depository Trust Company for iShares Nasdaq Biotechnology Index Fund
          and iShares Cohen & Steers Realty Majors Index Fund is incorporated
          herein by reference to Post-Effective Amendment No. 11, filed July 2,
          2001.

 (m)      Not applicable.

 (n)      Not applicable.

 (o)      Not applicable.

 (p.1)    iShares Trust Code of Ethics is filed herein.

 (p.2)    BTC/3/ Code of Ethics is incorporated herein by reference to
          Post-Effective Amendment No. 39, filed July 28, 2005.

 (p.3)    Code of Ethics for SEI is incorporated herein by reference to PEA No.
          45.

 (q.1)    Powers of Attorney, each dated February 23, 2009, for John E.
          Martinez, George G.C. Parker, Cecilia H. Herbert, John E. Kerrigan,
          Charles A. Hurty, Robert H. Silver and Darrell Duffie are incorporated
          herein by reference to Post-Effective Amendment No. 226, filed April
          22, 2009 ("PEA No. 226").

 (q.2)    Power of Attorney, dated December 8, 2009, for Robert S. Kapito is
          incorporated herein by reference to PEA No. 354.

 (q.3)    Power of Attorney, dated May 1, 2010, for Michael Latham is
          incorporated herein by reference to PEA No.417.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

None.

ITEM 30. INDEMNIFICATION:

The Trust (also referred to in this section as the "Fund") is organized as a Delaware statutory trust and is operated pursuant to an Agreement and Declaration of Trust, (the "Declaration of Trust"), that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940 (the "1940 Act"). The Declaration of Trust provides that officers and trustees of the Trust shall be indemnified by the Trust against liabilities and expenses incurred or paid in connection with any claim, action, suit, or proceedings against them by reason of the fact that they each serve as an officer or trustee of the Trust or as an officer or trustee of another entity at the request of the entity. This indemnification is subject to the following conditions:

(a) no trustee or officer of the Trust is indemnified against any liability to the Trust or its security holders that was the result of any willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office; and

(b) officers and trustees of the Trust are indemnified only for actions taken in good faith that the officers and trustees believed were in or not opposed to the best interests of the Trust.

The Declaration of Trust provides that if indemnification is not ordered by a court, indemnification may be authorized upon determination by shareholders, or by a majority vote of a quorum of the trustees who were not parties to the proceedings or, if this quorum is not obtainable, if directed by a quorum of disinterested trustees, or by independent legal counsel in a written opinion, that the persons to be indemnified have met the applicable standard.

The Amended and Restated By-Laws provides that the Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a Trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the Trustees would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any Trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such Trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

The Administration Agreement provides that IBT/2/ shall indemnify and hold the Fund, its Board of Trustees, officers and employees and its agents harmless from and against any and all Claims to the extent any such Claim arises out of the negligent acts or omissions, bad faith, willful misconduct or material breach of the Administration Agreement by IBT/2/, its officers, directors or employees or any of its agents or subcustodians in connection with the activities undertaken pursuant to the Administration Agreement, provided that IBT's/2/ indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to IBT/2/.

The Custodian Agreement provides that IBT/2/ shall indemnify and hold the Fund, its Board of Trustees, officers and employees and its agents harmless from and against any and all Claims to the extent any such Claim arises out of the negligent acts or omissions, bad faith, willful misconduct or material breach of the Custodian Agreement by IBT/2/, its officers, directors or employees or any of its agents or subcustodians in connection with the activities undertaken pursuant to the Custodian Agreement, provided that IBT's/2/ indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to IBT/2/.

The Distribution Agreement provides that SEI agrees to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the 1933 Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands,
(a) shall arise out of or be based upon any information, statements or representations made or provided SEI in any sales literature or advertisements, or any Disqualifying Conduct by SEI in connection with the offering and sale of any Shares, (b) shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by SEI to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus or statement of additional information, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by SEI to the Fund and required to be stated in such answers or necessary to make such information not misleading, (c) arising out of SEI's breach of any obligation, representation or warranty pursuant to this Agreement, or (d) SEI's failure to comply in any material respect with applicable securities laws.

The Authorized Participant Agreement provides that the Participant agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and against any loss, liability, cost and expense (including attorneys' fees) incurred by such Indemnified Party as a result of
(i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in

accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.

The Securities Lending Agency Agreement provides that BTC shall indemnify and hold harmless each client, Lender, its Board of Trustees and its agents and BFA 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 or willful misconduct of BTC, 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 BTC's indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.

Insofar as indemnification for liabilities arising under the 1940 Act may be permitted to directors, officers and controlling persons of the Trust pursuant to foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for Fund expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue.

ITEM 31. (A) BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:

The Trust is advised by BFA, a wholly-owned subsidiary of BTC, 400 Howard Street, San Francisco, CA 94105. BFA's business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.

The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. Each of the directors and executive officers of BFA will also have substantial responsibilities as directors and/or officers of BTC. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

                          Principal Business(es) During the Last Two Fiscal
Name and Position         Years
-----------------         ------------------------------------------------------
Blake Grossman Chairman   Director and Chairman of the Board of Directors of BFA
                          and Chief Executive Officer and Director of BTC, 400
                          Howard Street, San Francisco, CA 94105

Anthony Spinale           Chief Financial Officer of BFA and Chief Financial
Officer                   Officer and Cashier of BTC, 400 Howard Street,
                          San Francisco, CA 94105

Rohit Bhagat              Director and Chief Operating Officer of BFA and BTC,
Director                  400 Howard Street, San Francisco, CA 94105

ITEM 32. PRINCIPAL UNDERWRITERS:

Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. ("SEI") acts as distributor for:

SEI Daily Income Trust                  July 15, 1982
SEI Liquid Asset Trust                  November 29, 1982
SEI Tax Exempt Trust                    December 3, 1982
SEI Institutional Managed Trust         January 22, 1987
SEI Institutional International Trust   August 30, 1988
The Advisors' Inner Circle Fund         November 14, 1991
The Advisors' Inner Circle Fund II      January 28, 1993
Bishop Street Funds                     January 27, 1995
SEI Asset Allocation Trust              April 1, 1996
SEI Institutional Investments Trust     June 14, 1996
Oak Associates Funds                    February 27, 1998
CNI Charter Funds                       April 1, 1999
iShares, Inc.                           January 28, 2000
Optique Funds, Inc.                     November 1, 2000

Causeway Capital Management Trust       September 20, 2001
BlackRock Funds III                     March 31, 2003
SEI Opportunity Fund, LP                October 1, 2003
The Arbitrage Funds                     May 17, 2005
The Turner Funds                        January 1, 2006
ProShares Trust                         November 14, 2005
Community Reinvestment Act
   Qualified Investment Fund            January 8, 2007
SEI Alpha Strategy Portfolios, LP       June 29, 2007
TD Asset Management USA Funds           July 25, 2007
SEI Structured Credit Fund, LP          July 31, 2007
Wilshire Mutual Funds, Inc.             July 12, 2008
Wilshire Variable Insurance Trust       July 12, 2008
Forward Funds                           August 14, 2008
Global X Funds                          October 24, 2008
Faith Shares Trust                      August 7, 2009
Schwab Strategic Trust                  October 12, 2009

SEI provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

                     Position and Office                                                 Positions and Offices
Name                 with Underwriter                                                    with Registrant
----                 -------------------                                                 ---------------------
William M. Doran     Director                                                                    --
Edward D. Loughlin   Director                                                                    --
Wayne M. Withrow     Director                                                                    --
Kevin Barr           President & Chief Executive Officer                                         --
Maxine Chou          Chief Financial Officer, Chief Operations Officer & Treasurer               --
John Munch           General Counsel & Secretary                                                 --
Karen LaTourette     Chief Compliance Officer & Asst. Secretary, Anti-Money Laundering
                        Officer                                                                  --
Mark J. Held         Senior Vice President                                                       --
Lori L. White        Vice President & Assistant Secretary                                        --
Robert Silvestri     Vice President                                                              --
John Coary           Vice President & Assistant Secretary                                        --
John Cronin          Vice President                                                              --

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

(a) The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules there under (collectively, the "Records") at the offices of State Street Bank and Trust Company ("State Street"), 200 Clarendon Street, Boston, MA 02116.

(b) BFA maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA, 94105.

(d) State Street maintains all Records relating to its services as transfer agent, fund accountant and custodian at 200 Clarendon Street, Boston, MA 02116.

ITEM 34. MANAGEMENT SERVICES:

Not applicable.

ITEM 35. UNDERTAKINGS:

Not applicable.

/1/ Prior to December 1, 2009, BFA was known as Barclays Global Fund Advisors. /2/ On July 2, 2007, State Street Corporation acquired Investors Financial Services Corporation, the parent company of IBT which provides administrative, custodial and transfer agency services for the Trust. /3/ Prior to December 1, 2009, BTC was known as Barclays Global Investors, N.A.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 418 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 3rd day of May 2010.

By:
Michael Latham* President and Trustee Date: May 3, 2010

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 418 to the Registration Statement has been signed below by the following persons in the capacity and on the date indicated.

By:
Michael Latham* President and Trustee Date: May 3, 2010

John E. Martinez** Trustee Date: May 3, 2010

George G. C. Parker** Trustee Date: May 3, 2010

Cecilia H. Herbert** Trustee Date: May 3, 2010

Charles A. Hurty** Trustee Date: May 3, 2010

John E. Kerrigan** Trustee Date: May 3, 2010

Robert H. Silver** Trustee Date: May 3, 2010

Darrell Duffie** Trustee

Date: May 3, 2010

Robert S. Kapito*** Trustee Date: May 3, 2010

           /s/ Jack Gee
           ----------------------------------
           Jack Gee
           Treasurer
     Date: May 3, 2010


           /s/ Jack Gee
           ----------------------------------
*, **, *** By: Jack Gee
           Attorney-in-fact
     Date: May 3, 2010

* Power of Attorney, dated May 1, 2010, for Michael Latham is incorporated herein by reference to PEA No. 417.
** Powers of Attorney, each dated February 23, 2009, for John E. Martinez, George G.C.Parker, Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, Robert H. Silver and Darrell Duffie are incorporated herein by reference to PEA No. 226.
*** Power of Attorney, dated December 8, 2009, for Robert S. Kapito is incorporated herein by reference to PEA No. 354.

Exhibit Index

(b)            Amended and Restated By-Laws

(d.2)          Schedule A to the Investment Advisory Agreement

(d.3)          Schedule A to the Investment Advisory Agreement between
               iShares, Inc. and BFA

(e.2)          Exhibit A to the Distribution Agreement between the Trust and
               SEI

(g.5)          Appendix A to the Custodian Agreement

(h.2)          Schedule A to Amended and Restated Securities Lending Agency
               Agreement

(h.9)          Appendix A to the Administration Agreement

(h.14)         Appendix A to the Transfer Agency and Service Agreement

(h.23)         Amendment to Sublicense Agreement between BTC and the Trust for
               the iShares MSCI Funds

(i)            Legal Opinion and Consent of Richards, Layton & Finger P.A.

(p.1)          iShares Trust Code of Ethics

Exhibit (b)

AMENDED AND RESTATED
BY-LAWS
OF
ISHARES TRUST

These By-Laws of iShares Trust (the "Trust"), a Delaware statutory trust, are subject to the Trust's Agreement and Declaration of Trust, dated September 13, 2006, as from time to time amended, supplemented, or restated (the "Trust Instrument"). Capitalized terms used herein which are defined in the Trust Instrument are used as therein defined.

ARTICLE I
PRINCIPAL OFFICE

Section 1. Principal and Other Offices. The principal office of the Trust shall be located at 45 Fremont Street, San Francisco, California 94105, or such other location as the Trustees, from time to time, may determine. The Trust may establish and maintain such other offices and places of business as the Trustees, from time to time, may determine.

Section 2. Registered Office and Agent. The Trustees shall establish a registered office in the State of Delaware and shall appoint a registered agent for service of process on the Trust, which agent may be either an individual resident in the State of Delaware whose business office is identical with the Trust's registered office, or a domestic corporation, or a foreign corporation authorized to transact business in the State of Delaware, having a business office identical with such registered office.

ARTICLE II
OFFICERS AND THEIR ELECTION

Section 1. Officers. The officers of the Trust shall be President (who shall be the Chief Executive Officer), Treasurer, Secretary, Chief Compliance Officer and such other officers as from time to time may be elected by the Trustees or as may be appointed as provided in Article III of these By-Laws. It shall not be necessary for any officer to be a holder of Shares in the Trust.

Section 2. Election of Officers; Term. All officers shall be elected by the Trustees or appointed by an officer or committee as provided in Article III of these By-Laws. Two or more offices may be held by a single person except the offices of President and Secretary. Subject to the provisions of Article II,
Section 3 and Article III, Section 14 of these By-Laws, each officer shall hold office until his or her successor is elected and

qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided.

Section 3. Resignations. Any officer of the Trust may resign, notwithstanding Article II, Section 2, by filing a written resignation with the Trustees, the President, or the Secretary, which resignation shall take effect on being so filed or at such time as may be therein specified.

ARTICLE III
POWERS AND DUTIES OF TRUSTEES AND OFFICERS

Section l. Management of the Trust: General. The business and affairs of the Trust shall be managed by, or under the direction of, the Trustees, and the Trustees shall have all powers necessary and desirable to carry out their responsibilities, so far as such powers are not inconsistent with applicable law, the Trust Instrument, or with these By-Laws.

Section 2. Executive and Other Committees. The Trustees may elect from their own number an executive committee, which shall have any or all the powers of the Trustees while the Trustees are not in session, except those powers which by law, the Trust Instrument or these By-Laws are not permitted to be delegated by the Trustees. The Trustees also may elect from their own number other committees from time to time. The number composing such committees and the powers conferred upon the same are to be determined by vote of a majority of the Trustees, except those powers which by law, the Trust Instrument or these By-Laws are not permitted to be delegated by the Trustees. All members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any such committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees. The Trustees shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

Section 3. Compensation. Each Trustee, each committee member, the Chairperson of the Trustees (the "Chairperson") and the chairperson of any committee may receive such compensation for services and reimbursement for expenses as may be fixed from time to time by the Trustees. The salaries or other compensation, if any, of the officers of the Trust shall be fixed from time to time by resolution of the Trustees, provided that the compensation of the Chief Compliance Officer must be approved by a majority of Trustees, including a vote of a majority of Trustees who are not "interested persons" (each such Trustee, an "Independent Trustee") under the 1940 Act ("1940 Act Majority"), as required by the 1940 Act or rules thereunder.

Section 4. Chairperson. The Chairperson, if one shall be chosen, shall be an Independent Trustee. The Chairperson shall, when present, preside at all meetings of the Board of Trustees and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Trustees. The responsibilities of the Chairperson shall be non-executive and non-operational in nature. The Chairperson shall not be considered an officer of the Trust. It shall be understood that each Trustee,

including the Chairperson, shall have equal fiduciary responsibility in fulfilling his or her duties as a Trustee. The Chairperson, as well as any two other Trustees, may call meetings of the Trustees as provided in the Trust Instrument and these By-Laws.

Section 5. President. The President shall be the Chief Executive Officer of the Trust and, subject to the direction of the Trustees, shall have responsibility for the general administration of the business and policies of the Trust. Subject to the control of the Trustees and to the control of any committees of the Trustees within their respective spheres of responsibility as provided by the Trustees, the President shall at all times exercise general supervision and direction over the affairs of the Trust. The President shall have power to appoint such subordinate officers, agents, clerks and employees as he or she may find necessary to transact the business of the Trust or any Series or class thereof. The President shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust or any Series or class thereof. The President shall have such other powers and duties, as from time to time may be conferred upon or assigned to the President by the Trustees.

Section 6. Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. The Treasurer shall deliver all property, funds and securities of the Trust which may come into his or her hands to such company as the Trustees shall employ as Custodian in accordance with the Trust Instrument, these By-Laws and applicable provisions of law. The Treasurer shall furnish such reports regarding the business and condition of the Trust as may be required from time to time by the Trustees or applicable law. The Treasurer shall in general perform all duties incident to the office of Treasurer and such additional duties as the Trustees or the President from time to time may designate.

Section 7. Secretary. The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and the Shareholders at their respective meetings. The Secretary shall also include in such books the records of committee meetings kept pursuant to Article III, Section 2. He or she shall have custody of the seal of the Trust. The Secretary shall in general perform all duties incident to the office of Secretary and such additional duties as the Trustees or the President from time to time may designate.

Section 8. Vice President. Any Vice President of the Trust shall perform such duties as the Trustees or the President from time to time may designate. At the request or in the absence or disability of the President, the Vice President (or, if there are two or more Vice Presidents, then the senior of the Vice Presidents present and able to act) may perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 9. Assistant Treasurer. Any Assistant Treasurer of the Trust shall perform such duties as the Trustees, the President or the Treasurer from time to time may designate, and, in the absence of the Treasurer, the senior Assistant Treasurer, present and able to act, may perform all the duties of the Treasurer.

Section 10. Assistant Secretary. Any Assistant Secretary of the Trust shall perform such duties as the Trustees, the President or the Secretary from time to time may designate, and, in the absence of the Secretary, the senior Assistant Secretary, present and able to act, may perform all the duties of the Secretary.

Section 11. Subordinate Officers. The Trustees from time to time may appoint such other officers or agents as the Trustees may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Trustees may determine. The Trustees from time to time may delegate to one or more officers or committees of Trustees the power to appoint and remove any such subordinate officers or agents and to prescribe their respective titles, terms of office, authorities, and duties.

Section 12. Chief Compliance Officer. There shall be an officer of the Trust designated as the Chief Compliance Officer and appointed by vote of a 1940 Act Majority, as required by the 1940 Act or rules thereunder. The Chief Compliance Officer shall be responsible for administering the compliance program maintained by the Trust for complying with the federal securities laws and shall perform such additional duties as the Trustees from time to time may designate.

Section 13. Surety Bonds. The Trustees may require any officer or agent of the Trust to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules thereunder) to the Trust in such sum and with such surety or sureties as the Trustees may determine, conditioned upon the faithful performance of such officer's or agent's duties to the Trust including responsibility for negligence and for the accounting of any of the Trust's property, funds, or securities that may come into such officer's or agent's hands.

Section 14. Removal. Any officer of the Trust may be removed from office by vote of a majority of the Trustees whenever in the judgment of the Trustees the best interest of the Trust will be served thereby, provided that the Chief Compliance Officer may only be removed by vote of a 1940 Act Majority, as required by the 1940 Act or rules thereunder. In addition, any officer or agent appointed in accordance with the provisions of Article III, Section 11 may be removed, either with or without cause, by the appointing officer or committee or any other officer or committee upon which such power of removal shall have been conferred by the Trustees.

ARTICLE IV
SHAREHOLDERS' MEETING

Section 1. Shareholder Meetings.

(a) General. The Chairperson, President or Trustees may call a meeting of the Shareholders. Subject to subsection (b) of this Section 1, a meeting of Shareholders shall also be called by the Secretary of the Trust upon the written request of Shareholders

entitled to cast not less than one-third of all the votes entitled to be cast at such meeting. If the meeting is a meeting of the Shareholders of one or more Series or classes of Shares, but not a meeting of all Shareholders of the Trust, then only the Shareholders of such Series or classes shall be entitled to notice of and to vote at such meeting. The record date for determining the Shareholders entitled to notice of and to vote at such meeting shall be established in accordance with Section 8 of this Article IV.

(b) Shareholder Requested Meetings.

(1) Any Shareholder of record seeking to have Shareholders request a meeting shall, by sending written notice to the Secretary (the "Record Date Request Notice") by registered mail, return receipt requested, request the Trustees to fix a record date to determine the Shareholders entitled to request a meeting (the "Request Record Date"). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more Shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such Shareholder (or such agent) and shall set forth all information relating to each such Shareholder that must be disclosed in solicitations of proxies for election of Trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon receiving the Record Date Request Notice, the Trustees may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Trustees. If the Trustees, within ten days after the date on which a valid Record Date Request Notice is received, fail to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the Secretary.

(2) In order for any Shareholder to request a meeting, one or more written requests for a meeting signed by Shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than one-third (the "Meeting Percentage") of all of the votes entitled to be cast at such meeting (the "Meeting Request") shall be delivered to the Secretary. In addition, the Meeting Request (a) shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the Secretary), (b) shall bear the date of signature of each such Shareholder (or such agent) signing the Meeting Request, (c) shall set forth the name and address, as they appear in the Trust's books, of each Shareholder signing such request (or on whose behalf the Meeting Request is signed) and the class, Series and number of all Shares which are owned by each such Shareholder, and the nominee holder for, and number of, Shares owned by such Shareholder beneficially but not of record, (d) shall be sent to the Secretary by registered mail, return receipt requested, and (e) shall be received by the Secretary within 60 days after the Request Record Date. Any requesting Shareholder (or agent duly authorized in a writing

accompanying the revocation or the Meeting Request) may revoke his, her or its request for a meeting at any time by written revocation delivered to the Secretary.

(3) The Secretary shall inform the requesting Shareholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Trust's proxy materials). The Secretary shall not be required to call a meeting upon Shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Article IV, Section 1(b), the Secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(4) Except as provided in the next sentence, any meeting shall be held at such place, date and time as may be designated by the Chairperson, the President or the Trustees, whoever has called the meeting. In the case of any meeting called by the Secretary upon the request of Shareholders (a "Shareholder Requested Meeting"), such meeting shall be held at such place, date and time as may be designated by the Trustees; provided, however, that the date of any Shareholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the "Meeting Record Date"); and provided further that if the Trustees fail to designate, within ten days after the date that a valid Meeting Request is actually received by the Secretary (the "Delivery Date"), a date and time for a Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Trustees fail to designate a place for a Shareholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for any meeting, the Chairperson, the President or the Trustees may consider such factors as he, she or they deem relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Trustees to call a meeting. In the case of any Shareholder Requested Meeting, if the Trustees fail to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Trustees may revoke the notice for any Shareholder Requested Meeting in the event that the requesting Shareholders fail to comply with the provisions of paragraph (3) of this Article IV, Section 1(b).

(5) If written revocations of requests for the meeting have been delivered to the Secretary and the result is that Shareholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Meeting Percentage have delivered, and not revoked, requests for a meeting to the Secretary, the Secretary shall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting Shareholders who have not revoked such requests written notice of any revocation of a request for the meeting, or (ii) if the notice of meeting has been mailed and if the Secretary first sends to all requesting Shareholders who have not revoked requests for a meeting written notice of

any revocation of a request for the meeting and written notice of the Secretary's intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten days before the commencement of the meeting. Any request for a meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new meeting.

(6) The Trustees, the Chairperson or the President may appoint independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the Secretary until the earlier of (i) five Business Days after receipt by the Secretary of such purported request and
(ii) such date as the independent inspectors certify to the Trust that the valid requests received by the Secretary represent at least the Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any Shareholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, "Business Day" shall mean any day other than a Saturday, a Sunday or other day on which the New York Stock Exchange is closed.

Section 2. Voting-Proxies. Subject to the provisions of the Trust Instrument, Shareholders entitled to vote may vote either in person or by proxy, provided that either (i) an instrument authorizing such proxy to act is executed by the Shareholder in writing and dated not more than 11 months before the meeting, unless such instrument specifically provides for a longer period or (ii) the Trustees adopt by resolution an electronic, telephonic, computerized, or other alternative to execution of a written instrument authorizing the proxy to act, which authorization is received no more than 11 months before the meeting. Proxies shall be delivered to the Secretary of the Trust or other persons responsible for recording the proceedings before being voted. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives specific written notice to the contrary from any one of them. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be exercised by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of providing invalidity shall rest on the challenger. At all meetings of the Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairperson of the meeting. Except as otherwise provided herein or in the Trust Instrument, as these By-Laws or such Trust Instrument may be amended or supplemented from time to time, all matters relating to the giving, voting, or validity of proxies shall be

governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

Section 3. Notice of Meeting. Not less than ten nor more than 90 days before each meeting of Shareholders, the Secretary shall give to each Shareholder entitled to vote at such meeting and to each Shareholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a meeting or as otherwise may be required by any statute, the purpose or purposes for which the meeting is called, either by mail, by presenting it to such Shareholder personally, by leaving it at the Shareholder's residence or usual place of business, by overnight delivery service, by transmitting the notice by electronic mail or any other electronic means or by any other means permitted by Delaware law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at the Shareholder's address as it appears on the records of the Trust, with postage thereon prepaid.

No business shall be transacted at a meeting of Shareholders except as specifically designated in the notice.

Section 4. Action Without a Meeting. Any action to be taken by Shareholders may be taken without a meeting if all Shareholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of meetings of Shareholders of the Trust. Such consent shall be treated for all purposes as a vote at a meeting of the Shareholders.

Section 5. Quorum; Adjournment/Postponement. At any meeting of Shareholders, the presence in person or by proxy of the holders of one-third of all the votes entitled to be cast without regard to Series at the meeting shall constitute a quorum for the transaction of business at the meeting, except that where any provision of law or the Trust Instrument requires or permits that the holders of any class or Series of Shares shall vote as a class or Series, then one-third of the aggregate number of Shares of such class or Series, as the case may be, at the time outstanding shall be necessary to constitute a quorum for the transaction of such business. This section shall not affect any requirement under any statute or the Trust Instrument for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the holders of a majority of the Shares present or in person or by proxy or the chairperson of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented to a date not more than 180 days after the original record date. Any previously scheduled meeting of Shareholders may be postponed, and any previously scheduled meeting of the Shareholders may be cancelled, by or upon the authority of the Trustees upon public notice given prior to the date previously scheduled for such meeting of Shareholders. At any such adjourned or postponed meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Section 6. Advance Notice of Shareholder Nominees for Trustee and Other
Shareholder Proposals.

(a) Only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust's notice of meeting. Nominations of individuals for election as Trustee may be made at a meeting of Shareholders at which Trustees are to be elected (i) pursuant to the Trust's notice of meeting, (ii) by or at the direction of the Trustees or (iii) provided that the Trustees have determined that Trustees shall be elected at such meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice provided for in this Section and at the time of the meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section. In the event the Trust calls a meeting of Shareholders for the purpose of electing one or more individuals as Trustees, any such Shareholder may nominate an individual or individuals (as the case may be) for election as a Trustee as specified in the Trust's notice of meeting, if the Shareholder's notice required by this Section shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day prior to such meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such meeting or the tenth day following the day on which public announcement is first made of the date of the meeting and of the nominees proposed by the Trustees to be elected at such meeting. The public announcement of a postponement or adjournment of a meeting shall not commence a new time period for the giving of a Shareholder's notice as described above.

(b) Such Shareholder's notice shall set forth (i) as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee, (A) the name, age, business address and residence address of such individual, (B) the class, Series and number of any Shares of the Trust that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition, (D) whether such Shareholder believes any such individual is, or is not, an "interested person" of the Trust, as defined in the 1940 Act and information regarding such individual that is sufficient, in the discretion of the Trustees or any authorized officer of the Trust, to make such determination and (E) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual's written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected); (ii) as to any other business that the Shareholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person (as defined below), individually or in the aggregate,

including any anticipated benefit to the Shareholder and the Shareholder Associated Person therefrom; (iii) as to the Shareholder giving the notice and any Shareholder Associated Person, the class, Series and number of all Shares which are owned by such Shareholder and by such Shareholder Associated Person, if any, and the nominee holder for, and number of, Shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person;
(iv) as to the Shareholder giving the notice and any Shareholder Associated Person covered by clauses (ii) or (iii) of this paragraph of this Section, the name and address of such Shareholder, as they appear on the Trust's share ledger and current name and address, if different, and of such Shareholder Associated Person; and (v) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a Trustee or the proposal of other business on the date of such Shareholder's notice.

(c) For purposes of this Section, "Shareholder Associated Person" of any Shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Shares owned of record or beneficially by such Shareholder and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

(d) Upon written request by the Secretary or the Trustees or any committee thereof, any Shareholder proposing a nominee for election as a Trustee or any proposal for other business at a meeting of Shareholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to this Section. If a Shareholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section.

(e) Only such individuals who are nominated in accordance with this
Section shall be eligible for election by Shareholders as Trustees, and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with this Section. The chairperson of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section.

(f) For purposes of this Section, (a) the "date of mailing of the notice" shall mean the date of the proxy statement for the solicitation of proxies for election of Trustees and (b) "public announcement" shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the Exchange Act or the 1940 Act.

(g) Notwithstanding the foregoing provisions of this Section, a Shareholder

shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section. Nothing in this Section shall be deemed to affect any right of a Shareholder to request inclusion of a proposal in, nor the right of the Trust to omit a proposal from, the Trust's proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

Section 7. Organization and Conduct. Every meeting of Shareholders shall be conducted by an individual appointed by the Trustees to be chairperson of the meeting or, in the absence of such appointment, by the Chairperson or, in the case of a vacancy in the office or absence of the Chairperson, by one of the following officers present at the meeting: the President, the Vice Presidents in their order of rank and seniority, the Secretary, the Treasurer, or, in the absence of such officers, a chairperson chosen by the Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary or, in the Secretary's absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, an individual appointed by the Trustees or, in the absence of such appointment, an individual appointed by the chairperson of the meeting shall act as secretary of the meeting. In the event that the Secretary presides at a meeting of the Shareholders, an assistant Secretary, or in the absence of Assistant Secretaries, an individual appointed by the Trustees or the chairperson of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the Trust, their duly authorized proxies and other such individuals as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies or other such individuals as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any Shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; and (h) concluding the meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting. Unless otherwise determined by the chairperson of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 8. Fixing Date for Determination of Shareholders of Record. For the purposes of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting of Shareholders, or any adjournment thereof, or for the purpose of any other lawful action, the Trustees may from time to time fix a record date, not less than ten nor more than 90 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with these Bylaws) or other action,

as the case may be, as a record date for the determination of persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action. Nothing in this Section 8 shall be construed as precluding the Trustees from setting different record dates for different Series or classes.

ARTICLE V
TRUSTEES' MEETINGS

Section 1. Regular Meeting. Regular meetings of the Trustees may be held at such places and at such times as the Trustees from time to time may determine; each Trustee present at such determination shall be deemed a party calling the meeting and no call or notice will be required to such Trustee provided that any Trustee who is absent when such determination is made shall be given notice of such determination.

Section 2. Special Meeting. Special meetings of the Trustees may be called orally or in writing by the Chairperson or any two other Trustees.

Section 3. Quorum. At all meetings of the Trustees one-third of the Trustees shall constitute a quorum for the transaction of business, provided that in no case may a quorum be less than three persons, and an action of a majority of the quorum shall constitute action of the Trustees, except as otherwise required by applicable law, the Trust Instrument or these By-Laws. If at any meeting of the Trustees, a quorum is not present, a majority of the Trustees present may adjourn the meeting from time to time until a quorum is obtained.

Section 4. Place of Meeting. All special meetings of the Trustees shall be held at the principal place of business of the Trust or such other place as the Trustees may designate. Any meeting may adjourn to any place.

Section 5. Special Action. When all the Trustees shall be present at any meeting, however called or wherever held, or shall assent to the holding of the meeting without notice, or shall sign a written assent thereto filed with the record of such meeting, the acts of such meeting shall be valid as if such meeting had been regularly held.

Section 6. Action By Written Consent. Any action by the Trustees may be taken without a meeting if a written consent thereto is signed by a majority of the Trustees (unless prohibited by applicable law) and filed with the records of the Trustees' meetings. Such consent shall be treated, for all purposes, as a vote at a meeting of the Trustees held at the principal place of business of the Trustees.

Section 7. Participation in Meetings By Conference Telephone. Trustees may participate in a meeting of Trustees by conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting (unless prohibited by applicable law). Any meeting conducted by telephone shall be deemed to take place at and from the principal office of the Trust.

ARTICLE VI
SHARES OF BENEFICIAL INTEREST

Section 1. Beneficial Interest. The beneficial interest in the Trust at all times shall be divided into such transferable Shares of one or more separate and distinct Series, or classes thereof, as the Trustees from time to time shall create and establish. The number of Shares is unlimited, and each Share of each Series or class thereof shall be without par value and shall represent an equal proportionate interest with each other Share in the Series, none having priority or preference over another, except to the extent that such priorities or preferences are established with respect to one or more classes of Shares consistent with applicable law, including the 1940 Act and rules thereunder.

Section 2. Transfer of Shares. The Shares of the Trust shall be transferable, so as to affect the rights of the Trust, only by transfer recorded on the books of the Trust, in person or by attorney.

Section 3. Equitable Interest Not Recognized. The Trust shall be entitled to treat the holder of record of any Share or Shares of beneficial interest as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim or interest in such Share or Shares on the part of any other person except as otherwise may be expressly provided by law.

Section 4. Share Certificate. In lieu of issuing certificates for Shares, the Trustees or the transfer or shareholder services agent either may issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who in either case shall be deemed, for all purposes hereunder, to be holders of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

ARTICLE VII
OWNERSHIP OF ASSETS OF THE TRUST

The Trustees, acting for and on behalf of the Trust, shall be deemed to hold legal and beneficial ownership of any income earned on securities held by the Trust issued by any business entity formed, organized or existing under the laws of any jurisdiction other than a state, commonwealth, possession, territory, or colony of the United States or the laws of the United States.

ARTICLE VIII
INSPECTION OF BOOKS

The Trustees from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Trust or any of them shall be open to the inspection of the Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees.

ARTICLE IX
INSURANCE OF TRUSTEES, OFFICERS AND EMPLOYEES

The Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a Trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the Trustees would have the power to indemnify him or her against such liability.

The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any Trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such Trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

ARTICLE X
SEAL

The seal of the Trust shall be circular in form bearing the inscription:

"iSHARES TRUST
THE STATE OF DELAWARE"

The form of the seal shall be subject to alteration by the Trustees and the seal may be used by causing the seal or a facsimile to be impressed or affixed or printed or otherwise reproduced.

Any officer or Trustee of the Trust, or agent of the Trust acting in such capacity, shall have authority to affix the seal of the Trust to any document, instrument, or other paper executed and delivered by or on behalf of the Trust; however, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and the seal's absence shall not impair the validity of, any document, instrument, or other paper executed by or on behalf of the Trust.

ARTICLE XI
FISCAL YEAR

The fiscal year of the Trust, or of any Series thereof, shall end on such date as the Trustees from time to time shall determine.

ARTICLE XII
AMENDMENTS

These By-Laws may be amended at any meeting of the Trustees of the Trust by a majority vote or by written consent in lieu thereof.

ARTICLE XIII
REPORTS TO SHAREHOLDERS

The Trustees at least semiannually shall submit to the Shareholders a written financial report of the Trust including financial statements which shall be certified at least annually by an independent registered public accounting firm.

ARTICLE XIV
NOTICES

Section 1. Form.

(a) Shareholders. Notices to Shareholders shall be in writing and delivered either by mail, by presenting it to such Shareholder personally, by leaving it at the Shareholder's residence or usual place of business, by overnight delivery service, by transmitting the notice by electronic mail or any other electronic means or by any other means permitted by Delaware law and other applicable law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at the Shareholder's address as it appears on the records of the Trust, with postage thereon prepaid.

(b) Trustees. Notice of any special meeting of the Trustees shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each Trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the Trustee or his or her agent is personally given such notice in a telephone call to which the Trustee or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the Trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Trust by the Trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given

when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 2. Waiver of Notice. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the provisions of Delaware law or under the provisions of the Trust Instrument or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees of committee in person or telephonically, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE XV
HEADINGS

Headings are placed in these By-Laws for convenience of reference only and, in case of any conflict, the text of these By-Laws rather than the headings shall control.

END OF BY-LAWS

Amended and Approved by the Board of Trustees of iShares Trust on April 20, 2010.

Exhibit (d.2)

Schedule A
to the

Investment Advisory Agreement dated December 1, 2009 between iShares Trust and BlackRock Fund Advisors

Pursuant to Section 6, 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 2012 S&P AMT-Free Municipal Series                                          0.30%
iShares 2013 S&P AMT-Free Municipal Series                                          0.30%
iShares 2014 S&P AMT-Free Municipal Series                                          0.30%
iShares 2015 S&P AMT-Free Municipal Series                                          0.30%
iShares 2016 S&P AMT-Free Municipal Series                                          0.30%
iShares 2017 S&P AMT-Free Municipal Series                                          0.30%

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
   Year Treasury Bond Fund)                                                         0.15%
iShares Barclays 3-7 Year Treasury Bond Fund (formerly known as iShares Lehman 3-7
   Year Treasury Bond Fund)                                                         0.15%
iShares Barclays 7-10 Year Treasury Bond Fund (formerly known as iShares Lehman
   7-10 Year Treasury Bond Fund)                                                    0.15%
iShares Barclays 10-20 Year Treasury Bond Fund (formerly known as iShares Lehman
   10-20 Year Treasury Bond Fund)                                                   0.15%
iShares Barclays 20+ Year Treasury Bond Fund (formerly known as iShares Lehman 20+
   Year Treasury Bond Fund)                                                         0.15%
iShares Barclays Agency Bond Fund                                                   0.20%
iShares Barclays Aggregate Bond Fund (formerly known as iShares Lehman Aggregate
   Bond Fund)                                                                       0.20%
iShares Barclays Credit Bond Fund (formerly known as iShares Lehman Credit Bond
   Fund)                                                                            0.20%
iShares Barclays Government/Credit Bond Fund (formerly known as iShares Lehman
   Government/Credit Bond Fund)                                                     0.20%
iShares Barclays Intermediate Credit Bond Fund (formerly known as iShares Lehman
   Intermediate Credit Bond Fund)                                                   0.20%
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%

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
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%
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 ACWI ex US Financials Sector Index Fund                                0.48%
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 Europe Financials Sector Index Fund                                    0.48%
iShares MSCI Far East Financials Sector Index Fund                                  0.48%
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%

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
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%
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%

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
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 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 Ireland 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 Singapore Index Fund*
iShares MSCI Spain Index Fund*
iShares MSCI Sweden Index Fund*
iShares MSCI Switzerland Index Fund*
iShares MSCI United Kingdom Index Fund*

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

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 Indonesia 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 Financials Sector Index Fund iShares MSCI Emerging Markets Index Fund* iShares MSCI Emerging Markets Materials Sector 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.

Amended and Approved by the Board of Trustees of iShares Trust on December 8-9, 2009.

Exhibit (d.3)

Schedule A
to the
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 Ireland 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 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 Indonesia 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 Eastern Europe Index Fund iShares MSCI Emerging Markets Financials Sector Index Fund* iShares MSCI Emerging Markets Index Fund iShares MSCI Emerging Markets Materials Sector Index Fund*

FUND                                                                                ANNUAL FEE
----------------------------------------------------------------------------------  ----------
iShares MSCI USA Index Fund                                                         0.15%

* This Fund is a fund of iShares Trust.

Amended and Approved by the Board of Directors of iShares, Inc. on December 8-9, 2009.

Exhibit (e.2)

Distribution Agreement

Exhibit A
Index Series

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)
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

Distribution Agreement

Exhibit A (continued)
Index Series

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 ) iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE KLD 400 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 Social(SM) Index Fund)
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as iShares FTSE NAREIT Industrial/Office Index Fund) iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares FTSE NAREIT Mortgage REITs 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/Xinhua China 25 Index Fund

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

iShares JPMorgan USD Emerging Markets Bond Fund

Distribution Agreement

Exhibit A (continued)
Index Series

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 Financials Sector 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 Emerging Markets Financials Sector Index iShares MSCI Emerging Markets Materials Sector Index iShares MSCI Europe Financials Sector Index iShares MSCI Far East Financials Sector Index iShares MSCI Indonesia Investable Market Index Fund iShares MSCI Ireland Capped Investable Market 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 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

Distribution Agreement

Exhibit A (continued)
Index Series

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/Citigroup 1-3 Year International Treasury Bond Fund iShares S&P/Citigroup International Treasury Bond 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 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 iShares S&P Short Term National AMT-Free Municipal Bond Fund (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 2010 Index Fund
iShares S&P Target Date 2015 Index Fund
iShares S&P Target Date 2020 Index Fund
iShares S&P Target Date 2025 Index Fund
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund
iShares S&P Target Date 2040 Index Fund

Distribution Agreement

Exhibit A (continued)
Index Series

iShares S&P Target Date Retirement Income Index Fund iShares S&P/TOPIX 150 Index Fund
iShares S&P U.S. Preferred Stock Index Fund

Amended and Approved by the Board of Trustees of iShares Trust on December 8-9, 2009.

Exhibit (g.5)

Custodian Agreement

Appendix A
Index Series

iShares Cohen & Steers Realty Majors Index Fund

Custodian Agreement

Appendix A (continued)
Index Series

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) iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE KLD 400 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 Social(SM) Index Fund)
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as iShares FTSE NAREIT Industrial/Office Index Fund) iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares FTSE NAREIT Mortgage REITs 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/Xinhua China 25 Index Fund

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

iShares JPMorgan USD Emerging Markets Bond Fund

Custodian Agreement

Appendix A (continued)
Index Series

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 Nasdaq Biotechnology Index Fund

iShares NYSE 100 Index Fund
iShares NYSE Composite Index Fund

Custodian Agreement

Appendix A (continued)
Index Series

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 Sector Index 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 iShares S&P Short Term National AMT-Free Municipal Bond Fund (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
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund

Custodian Agreement

Appendix A (continued)
Index Series

iShares S&P Target Date 2040 Index Fund
iShares S&P/TOPIX 150 Index Fund
iShares S&P U.S. Preferred Stock Index Fund

Amended and Approved by the Board of Trustees of iShares Trust on December 8-9, 2009.

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 MSCI USA 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

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

Securities Lending Agreement

Schedule A (continued)
Lenders

iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE KLD 400 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 Social(SM) 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 $ InvesTop(TM) 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 Financials Sector 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 Emerging Markets Financials Sector Index iShares MSCI Emerging Markets Materials Sector Index iShares MSCI Europe Financials Sector Index Fund iShares MSCI Far East Financials Sector Index Fund iShares MSCI Indonesia Investable Market Index Fund iShares MSCI Ireland Capped Investable Market 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

Securities Lending Agreement

Schedule A (continued)
Lenders

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 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)

Securities Lending Agreement

Schedule A (continued)
Lenders

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 (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
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund
iShares S&P Target Date 2040 Index Fund
iShares S&P/TOPIX 150 Index Fund
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 (h.9)

Administration Agreement

Appendix A
Index Series

iShares Cohen & Steers Realty Majors Index Fund

Administration Agreement

Appendix A (continued)
Index Series

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. Index Fund (formerly known as iShares Dow Jones U.S.
Total Markets 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

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 ) iShares FTSE EPRA/NAREIT North America Index Fund iShares FTSE KLD 400 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 Social(SM) Index Fund)
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as iShares FTSE NAREIT Industrial/Office Index Fund) iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares FTSE NAREIT Mortgage REITs 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/Xinhua China 25 Index Fund

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

iShares JPMorgan USD Emerging Markets Bond Fund

Administration Agreement

Appendix A (continued)
Index Series

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 ex US Financials Sector Index Fund iShares MSCI ACWI ex US Index Fund
iShares MSCI ACWI 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 Emerging Markets Financials Sector Index iShares MSCI Emerging Markets Materials Sector Index iShares MSCI Europe Financials Sector Index iShares MSCI Far East Financials Sector Index iShares MSCI Indonesia Investable Market Index Fund iShares MSCI Ireland Capped Investable Market Index Fund iShares MSCI Kokusai Index Fund

iShares Nasdaq Biotechnology Index Fund

iShares NYSE 100 Index Fund
iShares NYSE Composite 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 California AMT-Free Municipal Bond Fund (formerly known as iShares S&P California Municipal Bond Fund)

Administration Agreement

Appendix A (continued)
Index Series

iShares S&P Conservative Allocation Fund iShares S&P/Citigroup International Treasury Bond Fund iShares S&P/Citigroup 1-3 Year International Treasury Bond 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 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 Short Term National AMT-Free Municipal Bond Fund (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
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund

Administration Agreement

Appendix A (continued)
Index Series

iShares S&P Target Date 2040 Index Fund
iShares S&P/TOPIX 150 Index Fund
iShares S&P U.S. Preferred Stock Index Fund

Amended and Approved by the Board of Trustees of iShares Trust on December 8-9, 2009.

Exhibit (h.14)

Transfer Agency and Service Agreement

Appendix A
Index Series

iShares Cohen & Steers Realty Majors Index Fund

Transfer Agency and Service Agreement

Appendix A (continued)
Index Series

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

iShares JPMorgan USD Emerging Markets Bond Fund

Transfer Agency and Service Agreement

Appendix A (continued)
Index Series

iShares Nasdaq Biotechnology Index Fund

iShares NYSE 100 Index Fund
iShares NYSE Composite Index Fund

Transfer Agency and Service Agreement

Appendix A (continued)
Index Series

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 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 (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
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund
iShares S&P Target Date 2040 Index Fund
iShares S&P/TOPIX 150 Index Fund
iShares S&P U.S. Preferred Stock Index Fund

Amended and Approved by the Board of Trustees of iShares Trust on December 8-9, 2009.

Exhibit (h.23)

AMENDMENT TO SUBLICENSE AGREEMENT

This Amendment to the Sublicense Agreement dated March 18, 2000 (the "Agreement") between BlackRock Institutional Trust Company, N.A. ("BTC"), a national banking association, and iShares Trust ("iShares"), a Delaware statutory trust, is effective as of April 29, 2010.

WHEREAS, pursuant to Section 7 of the Agreement the parties may amend the Agreement from time to time; and

NOW THEREFORE, Exhibit A is hereby deleted in its entirety and amended to read as attached.

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

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.

By:    /s/Stephen Messinger
       -------------------------------
Name:  Stephen Messinger
Title: Managing Director

By:    /s/ Eilleen M. Clavere
       -------------------------------
Name:  Eilleen M. Clavere
Title: Director

iSHARES TRUST

By:    /s/ Eilleen M. Clavere
       -------------------------------
Name:  Eilleen M. Clavere
Title: Secretary

Exhibit A

MSCI EAFE Index
MSCI EAFE Growth Index
MSCI EAFE Value Index
MSCI EAFE Small Cap Index
MSCI Kokusai Index
MSCI ACWI Index
MSCI ACWI ex USA Index
MSCI All Country Asia ex Japan Index
MSCI All Peru Capped Index MSCI Frontier Emerging Markets APEX Index MSCI All Country World ex USA Consumer Discretionary Index MSCI All Country World ex USA Utilities Index MSCI All Country World ex USA Telecom Services Index MSCI All Country World ex USA Materials Index MSCI All Country World ex USA Information Technology Index MSCI All Country World ex USA Industrials Index MSCI All Country World ex USA Health Care Index MSCI All Country World ex USA Financials Index MSCI All Country World ex USA Energy Index MSCI All Country World ex USA Consumer Staples Index MSCI Emerging Markets Financials Index
MSCI Emerging Markets Materials Index
MSCI Europe Financials Index
MSCI Far East Financials Index
MSCI Indonesia Investable Market Index
MSCI Ireland Investable Market 25/50 Index

Exhibit (i)

[LETTERHEAD OF RICHARDS, LAYTON & FINGER APPEARS HERE]

May 3, 2010

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

RE: iShares MSCI Indonesia Investable Market 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 (as amended and restated, the "Certificate of Trust"), as filed with the office of 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) The Prospectus relating to the Fund (as defined below) and expected to be dated and filed with the Securities and Exchange Commission (the "SEC") on May 3, 2010;

(d) The Trust's Registration Statement on Form N-1A (File Nos. 333-92935 and

. . .

One Rodney Square . 920 North King Street . Wilmington, DE 19802 Phone: 302-651-7000 . Fax: 302-651-7701

www.rlf.com

iShares Trust
May 3, 2010

Page 2

811-09729), filed with the SEC on December 16, 1999 (together with the document described in (c) above, the "Registration Statement");

(e) The Amended and Restated By-Laws of the Trust in effect on the date the Resolutions (as defined below) were adopted by the Board of Trustees of the Trust (the "Board") as approved by the Board on August 13, 2009 and the Amended and Restated By-laws in effect on the date hereof (the "By-laws") as approved by the Board on April 20, 2010;

(f) 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;

(g) Copies of certain resolutions (the "Resolutions") adopted by the Board at a meeting on December 8-9, 2009 with respect to the creation of that certain series of the Trust to be known as iShares MSCI Indonesia Investable Market Index Fund (the "Fund") and the issuance of certain shares of beneficial interest in such Fund (each, a "Share," and collectively, the "Shares");

(h) A certificate of an officer of the Trust with respect to certain matters, dated April 28, 2010; and

(i) A Certificate of Good Standing for the Trust, dated April 30, 2010, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Instrument.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (i) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) 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

iShares Trust
May 3, 2010

Page 3

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 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 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 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. (S) 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 (p.1)

CONFIDENTIAL iShares, Inc. [iShares(TM) LOGO] iShares Trust

CODE OF ETHICS FOR FUND ACCESS PERSONS

Code of Ethics Adopted Pursuant to Rule 17j-1 Under the Investment Company Act of 1940

December 1, 2009

I. INTRODUCTION

The purpose of this Code of Ethics (the "Code") is to prevent Access Persons (as defined below) of a Fund from engaging in any act, practice or course of business prohibited by paragraph (b) of Rule 17j-1 (the "Rule") under the Investment Company Act of 1940, as amended (the "1940 Act"). This Code is required by paragraph (c) of the Rule. A copy of the Rule is attached to this Code as Appendix 1.

Access Persons (as defined below) of the series issued by iShares, Inc. and iShares Trust (each a "Fund" and collectively, the "Funds"), in conducting their personal securities transactions, owe a fiduciary duty to the shareholders of the Funds. The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions. All personal securities transactions by Access Persons must be conducted in such a manner as to avoid any actual or potential conflict of interest between the Access Person's interest and the interests of the Funds, or any abuse of an Access Person's position of trust and responsibility. Potential conflicts arising from personal investment activities could include buying or selling securities based on knowledge of a Fund's trading position or plans (sometimes referred to as front-running), and acceptance of personal favors that could influence trading judgments on behalf of the Fund. While this Code is designed to address identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations and, in this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

II. DEFINITION

In order to understand how this Code applies to particular persons and transactions, familiarity with the key terms and concepts used in this Code is necessary. Those key terms and concepts are:

1. "Access Person" means any Advisory Person of a Fund. A list of the Funds' Access Persons is attached as Appendix 2 to this Code and will be updated from time to time.

2. "Advisory Person" means: (a) any director, officer, general partner or employee of a Fund or of any company in a control relationship to a Fund, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a "Covered Security" by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to a Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of "Covered Securities".

3. "Beneficial Ownership" has the meaning set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a copy of which is included as Appendix 3. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires.

Copyright(C)2009 BlackRock, Inc.                                [BLACKROCK Logo]
All rights reserved.

CODE OF ETHICS FOR FUND ACCESS PERSONS                        [iShares(TM) LOGO]

     4.   "BlackRock" means affiliates of BlackRock, Inc. that act as investment
          adviser and sub-adviser to the Funds.

     5.   "Board" means, collectively, the boards of directors or trustees of
          the Funds.

     6.   "AEITP" means the Advisory Employee Investment Transaction Policy
          adopted by BlackRock.

     7.   "Control" has the meaning set forth in Section 2(a)(9) of the 1940
          Act.

8. "Covered Security" has the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: direct obligations of the U.S. Government; bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies. A high-quality short-term debt instrument is one with a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization.

9. "Independent Director" means a director or trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

10. "Investment Personnel" of a Fund means: (a) any employee of the Fund (or of any company in a control relationship to the Fund) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and (b) any natural person who controls the Fund and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

11. "IPO" means an offering of securities registered under the Securities Act of 1933, (the "1933 Act") the issuer or which, immediately before the registration, was not subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act.

12. "Limited Offering" means an offering exempt from registration under the 1933 Act pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under the 1933 Act.

13. "Purchase or sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.

14. "Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

III. RESTRICTIONS APPLICABLE TO DIRECTORS, OFFICERS AND EMPLOYEES OF BLACKROCK

1. All Access Persons of BlackRock's investment advisory companies shall be subject to the restrictions, limitations and reporting responsibilities set forth in the AEITP as if fully set forth herein.

2. Persons subject to this Section III shall not be subject to the restrictions, limitations and reporting responsibilities set forth in Sections IV. and V. below. In particular, an Access Person of BlackRock's investment advisory companies need not make a separate report under this Code to the extent the information would duplicate information required to be recorded under Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended ("Advisers Act").

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IV. PROHIBITIONS; EXEMPTIONS

1. PROHIBITED PURCHASES AND SALES

No Access Person may purchase or sell, directly or indirectly, any Covered Security in which that Access Person has, or by reason of the transaction would acquire, any direct or indirect beneficial ownership and which to the actual knowledge of that Access Person at the time of such purchase or sale:

A. is being considered for purchase or sale by a Fund; or

B. is being purchased or sold by a Fund.

2. EXEMPTIONS FROM CERTAIN PROHIBITIONS

The prohibited purchase and sale transactions described in IV.1. above do not apply to the following personal securities transactions:

A. purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

B. purchases or sales which are non-volitional on the part of either the Access Person or a Fund;

C. purchases which are part of an automatic dividend reinvestment plan (other than pursuant to a cash purchase plan option);

D. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from that issuer, and sales of the rights so acquired;

E. any purchase or sale, or series of related transactions, involving 500 shares or less in the aggregate, if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $1 billion;

F. any purchase or sale which the Chief Compliance Officer ("CCO") of BlackRock, or his designee (as defined in the AEITP), approves on the grounds that its potential harm to the Fund is remote.

3. PROHIBITED RECOMMENDATIONS

An Access Person may not recommend the purchase or sale of any Covered Security to or for a Fund without having disclosed his or her interest, if any, in such security or the issuer thereof, including without limitation:

A. any direct or indirect beneficial ownership of any Covered Security of such issuer, including any Covered Security received in a private securities transaction;

B. any contemplated purchase or sale by such person of a Covered Security;

C. any position with such issuer or its affiliates; or

D. any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

4. PRE-APPROVAL OF INVESTMENTS IN INITIAL PUBLIC OFFERINGS OR LIMITED OFFERINGS

No Investment Personnel shall purchase any security (including, but not limited to, any Covered Security) issued in an initial public offering ("IPO") or a Limited Offering unless an

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CODE OF ETHICS FOR FUND ACCESS PERSONS [iShares(TM) LOGO]

officer of a Fund approves the transaction in advance. The CCO of the Funds shall maintain a written record of any decisions to permit these transactions, along with the reasons supporting the decision.

V. REPORTING

1. INITIAL HOLDINGS REPORTS

No later than ten days after a person becomes an Access Person, he or she must report to a Fund the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

A. the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

B. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

C. the date that the report is submitted by the Access Person.

2. QUARTERLY REPORTING

A. Every Access Person shall either report to each Fund the information described in paragraphs B and C below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security or, in the alternative, make the representation in paragraph D below.

B. Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:

(1) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) the price at which the transaction was effected;

(4) the name of the broker, dealer or bank with or through whom the transaction was effected;

(5) the date that the report is submitted by the Access Person; and

(6) a description of any factors potentially relevant to an analysis of whether the Access Person may have a conflict of interest with respect to the transaction, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by a Fund.

C. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, no later than 30 days after the end of a calendar quarter, an Access Person shall provide a report to each Fund containing the following information:

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(1) the name of the broker, dealer or bank with whom the Access Person established the account;

(2) the date the account was established; and

(3) the date that the report is submitted by the Access Person.

D. If no transactions were conducted by an Access Person during a calendar quarter that are subject to the reporting requirements described above, such Access Person shall, not later than 30 days after the end of that calendar quarter, provide a written representation to that effect to the Funds.

3. ANNUAL REPORTING

A. Every Access Person shall report to each Fund the information described in paragraph B below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security.

B. Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(1) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3) the date that the report is submitted by the Access Person.

4. EXCEPTIONS TO REPORTING REQUIREMENTS

A. An Access Person is not required to make a report otherwise required under Sections V.1., V.2. and V.3. above with respect to any transaction effected for any account over which the Access Person does not have any direct or indirect influence or control; provided, however, that if the Access Person is relying upon the provisions of this Section 4(A) to avoid making such a report, the Access Person shall, not later than 30 days after the end of each calendar quarter, identify any such account in writing and certify in writing that he or she had no direct or indirect influence over any such account.

B. An Access Person is not required to make a report otherwise required under Section V.2. above with respect to transactions effected pursuant to an Automatic Investment Plan.

C. An Independent Director of a Fund who would be required to make a report pursuant to Sections V.1., V.2. and V.3. above, solely by reason of being a director of the Fund, is not required to make an initial holdings report under Section V.1. above and an annual report under Section V.3. above, and is only required to make a quarterly report under Section V.2. above if the Independent Director, at the time of the transaction, knew or, in the ordinary course of fulfilling the Independent Director's official duties as a director of the Fund, should have known that: (a) the Fund has engaged in a transaction in the same security within the last 15 days or is engaging or going to engage in a transaction in the same security within the next 15 days; or (b) the Fund or BlackRock has within the last 15 days considered a transaction in the same security or is considering a transaction in the same security or within the next 15 days is going to consider a transaction in the same security.

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5. ANNUAL CERTIFICATION

A. All Access Persons are required to certify that they have read and understand this Code and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code and that they have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such policies. A copy of the certification form to be used in complying with this Section V.5.A. is attached to this Code as Appendix 4.

B. Each Fund and BlackRock shall prepare an annual report to the Board to be presented to the Board each year and which shall:

(1) summarize existing procedures concerning personal investing, including preclearance policies and the monitoring of personal investment activity after preclearance has been granted, and any changes in the procedures during the past year;

(2) describe any issues arising under this Code or procedures since the last report to the Board including, but not limited to, information about any material violations of this Code or procedures and the sanctions imposed during the past year;

(3) identify any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practice or developments in applicable laws and regulations;

(4) contain such other information, observations and recommendations as deemed relevant by such Fund and BlackRock; and

(5) certify that such Fund and BlackRock have adopted this Code with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.

6. NOTIFICATION OF REPORTING OBLIGATION AND REVIEW OF REPORTS

Each Access Person shall receive a copy of this Code and be notified of his or her reporting obligations. All reports shall be promptly submitted upon completion to the Funds' CCO who shall review such reports.

7. MISCELLANEOUS

Any report under this Code may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the securities to which the report relates.

VI. RECORDKEEPING REQUIREMENTS

Each Fund shall maintain, at its principal place of business, records in the manner and to the extent set out below, which records shall be available for examination by representatives of the Securities and Exchange Commission (the "SEC").

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1. As long as this policy is in effect, a copy of it (and any version thereof that was in effect within the past five years) shall be preserved in an easily accessible place.

2. The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place:

A. a record of any violation of this Code, and of any action taken as a result of the violation;

B. a record of all persons, currently or within the past five years, who are or were required to make reports under Section IV., or who are or were responsible for reviewing these reports; and

C. a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under Section IV.4.

3. The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an appropriate and easily accessible place:

A. a copy of each report made by an Access Person pursuant to this Code; and

B. a copy of each annual report submitted by each Fund and BlackRock to the Board.

VII. CONFIDENTIALITY

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Fund) any information regarding securities transactions by a Fund or consideration by a Fund or BlackRock of any such securities transaction.

All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the SEC or any other regulatory or self-regulatory organization to the extent required by law or regulation.

VIII. SANCTIONS

Upon discovering a violation of this Code, the Board may impose any sanctions it deems appropriate, including a letter of censure, the suspension or termination of any trustee, officer or employee of a Fund, or the recommendation to the employer of the violator of the suspension or termination of the employment of the violator.

HISTORY

Original: June 14, 2005

Revisions: December 1, 2009

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CODE OF ETHICS FOR FUND ACCESS PERSONS                        [iShares(TM) LOGO]

Appendix 1:
1940 Act Rule 17j-1

a. DEFINITIONS. For purposes of this section:

1. Access Person means:

i. Any Advisory Person of a Fund or of a Fund's investment adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund's directors, officers, and general partners are presumed to be Access Persons of the Fund.

A. If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

B. An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

ii. Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

2. Advisory Person of a Fund or of a Fund's investment adviser means:

i. Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment advisor) who, in connection with his or her regular functions or duties, makes, participates, in or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

ii. Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

3. Control has the same meaning as in section 2(a)(9) of the Act.

4. Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:

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i. Direct obligations of the Government of the United States;

ii. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

iii. Shares issued by open-end Funds.

5. Fund means an investment company registered under the Investment Company Act.

6. An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

7. Investment Personnel of a Fund or of a Fund's investment adviser means:

i. Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

ii. Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

8. A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

9. Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

10. Security Held or to be Acquired by a Fund means:

i. Any Covered Security which, within the most recent 15 days:

A. Is or has been held by the Fund; or

B. Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

ii. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.

11. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

B. UNLAWFUL ACTIONS. It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

1. To employ any device, scheme or artifice to defraud the Fund;

2. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

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4. To engage in any manipulative practice with respect to the Fund.

C. CODE OF ETHICS.

1. Adoption and Approval of Code of Ethics.

i. Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (b) of this section.

ii. The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (b) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser's, or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.

iii. If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph (c)(1)(ii) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph
(c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.

2. Administration of Code of Ethics.

i. The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

ii. No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:

A. Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

B. Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

3. Exception for Principal Underwriters. The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:

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i. The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or

ii. An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.

d. REPORTING REQUIREMENTS OF ACCESS PERSONS.

1. Reports Required. Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

i. Initial Holdings Reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

A. The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

B. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

C. The date that the report is submitted by the Access Person.

ii. Quarterly Transaction Reports. No later than 30 days after the end of a calendar quarter, the following information:

A. With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(1) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) The price of the Covered Security at which the transaction was effected;

(4) The name of the broker, dealer or bank with or through which the transaction was effected; and

(5) The date that the report is submitted by the Access Person.

B. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(1) The name of the broker, dealer or bank with whom the Access Person established the account;

(2) The date the account was established; and

(3) The date that the report is submitted by the Access Person.

iii. Annual Holdings Reports. Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

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A. The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

B. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

C. The date that the report is submitted by the Access Person.

2. Exceptions from Reporting Requirements.

i. A person need not make a report under paragraph (d)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

ii. A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:

A. An initial holdings report under paragraph (d)(1)(i) of this section and an annual holdings report under paragraph (d)(1)(iii) of this section; and

B. A quarterly transaction report under paragraph
(d)(1)(ii) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

iii. An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph
(d)(1) of this section if:

A. The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and

B. The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.

iv. An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph
(d)(1) of this section to the extent the information in the report would duplicate information required to be recorded under under Rule 275.204-2(a)(13) of this chapter.

v. An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph
(d)(1)(ii), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.

vi. An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.

3. Review of Reports. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph
(d)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

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4. Notification of Reporting Obligation. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

5. Beneficial Ownership. For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Any report required by paragraph (d) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

e. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS. Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

f. RECORDKEEPING REQUIREMENTS.

1. Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (f), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

A. A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;

B. A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

C. A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph
(d)(2)(v) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

D. A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (d) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and

E. A copy of each report required by paragraph (c)(2)(ii) of this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

2. A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph
(e), for at least five years after the end of the fiscal year in which the approval is granted.

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Appendix 2
Access Persons

The following are "Access Persons" for purposes of the foregoing Code of Ethics:

Name

NAME                                     TITLE
-------------------------------------    ---------------------------------------
Each Director/Trustee of the Funds
Each Officer of the Funds
The Portfolio Managers of the Funds

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Appendix 3:
Exchange Act Rule 16a-1(a)(2)

Other than for purposes of determining whether a person is a beneficial owner of more than ten percent of any class of equity securities registered under Section 12 of the Act, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:

i. The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

ii. The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:

A. Securities held by members of a person's immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also Rule 16a-1(a)(4);

B. A general partner's proportionate interest in the portfolio securities held by a general or limited partnership. The general partner's proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership's most recent financial statements, shall be the greater of:

1. The general partner's share of the partnership's profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership's portfolio securities; or

2. The general partner's share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

C. A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:

1. The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall performance over a period of one year or more; and

2. Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;

D. A person's right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;

E. A person's interest in securities held by a trust, as specified in Rule 16a-8(b); and

F. A person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

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iii. A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

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Appendix 4:
Annual Certification Form

This is to certify that I have read and understand the Code of Ethics of the Funds and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

This is to further certify that I have complied with the requirements of such Code of Ethics and that I have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such Code of Ethics.

Please sign your name here:

Please print your name here:

Please date here:

Please sign two copies of this Certification Form, return one copy to Mr. Charles Park, c/o BlackRock, 400 Howard Street, San Francisco, CA 94105, and retain the other copy, together with a copy of the Code of Ethics, for your records.

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