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