Exhibit (d.3)
[LOGO] iShares(R)
Barclays Global Investors
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1-800-iShares (▇-▇▇▇-▇▇▇ -2737)
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August 11, 2008
iShares, Inc.
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Fee Waiver Agreement
Ladies and Gentlemen:
Reference is made to the investment advisory agreement by and between Barclays
Global Fund Advisors ("BGFA") and iShares, Inc. (the "Advisory Agreement"),
pursuant to which BGFA provides investment advisory services to, and receives
compensation for such services from, the iShares MSCI Emerging Markets Index
Fund (the "Fund"), a series of iShares, Inc., at the rates set forth in the
Advisory Agreement (each, an "Advisory Fee").
The Fund may make certain investments in other series of iShares Trust and
iShares, Inc. in accordance with the investment policies disclosed in its
prospectus, and may, thereby, bear indirectly certain "Acquired Fund Fees and
Expenses" as defined by the SEC in the instructions to Form N-lA. BGFA hereby
agrees to waive a portion of the Advisory Fee it is entitled to receive from
the Fund, in an amount equal to the Acquired Fund Fees and Expenses the Fund
incurs through its investment in other series of iShares Trust and iShares, Inc.
This agreement is not part of the Advisory Agreement and is not subject to
amendment, continuation, and termination provisions of the Advisory Agreement.
This agreement is effective as of August 11, 2008 and shall remain in effect
until December 31, 2009, unless earlier terminated by the written agreement of
iShares, Inc. and BGFA.
Sincerely,
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: PRINCIPAL
Associate of Barclays Global Investors Services (BGIS). Certain funds are
distributed by SEI Investments Distribution Co. (SEI). Securities are marketed
by BGIS, a subsidiary of Barclays Global Investors, N.A., neither of which is
affiliated with SEI.