Exhibit (d.1)
INVESTMENT ADVISORY AGREEMENT
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INVESTMENT ADVISORY AGREEMENT, dated June 16, 2010, between iShares
MSCI Russia Capped Index Fund, Inc. (the "Company") a corporation organized
under the laws of the State of Maryland, and BlackRock Fund Advisors a
corporation organized under the laws of the State of California (the "Adviser").
WHEREAS, the Adviser is engaged in the business of rendering investment
management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Company is an investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company is authorized to issue shares of common stock in
separate series with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Company offers shares representing interests in each of
the separate series listed on Schedule A attached hereto (each, a "Fund" and
collectively, the "Funds");
WHEREAS, the Company desires to appoint the Adviser to serve as the
investment adviser with respect to each of the Funds;
WHEREAS, the Company may, from time to time, offer shares representing
interests in one or more additional series (each, an "Additional Fund" and
collectively, the "Additional Funds");
WHEREAS, the Company may desire to appoint the Adviser as the
investment adviser with respect to one or more of the "Additional Funds" (each
such Additional Fund when added to Schedule A hereto being referred to herein
individually as a "Fund " and included in the term, the "Funds");
WHEREAS, the Adviser is willing to provide management and investment
advisory services to the Funds on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set out in this Agreement, the Company and the Adviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. Each Fund will invest and reinvest its
assets in accordance with the investment objective(s), policies and limitations
specified in the prospectus (the "Prospectus") relating to such Fund filed with
the Securities and Exchange Commission (the "SEC") as part of the Fund's
Registration Statement on Form N-1A, as it may be periodically amended or
supplemented and in accordance with exemptive orders and no-action letters
issued to the Company by the SEC and its staff.
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(b) Appointment of Adviser. The Company, on behalf of each Fund,
hereby employs the Adviser to act as the manager and investment adviser of each
Fund and to furnish, or arrange for its affiliates or other subadvisers to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of the Board of
Directors of the Company (the "Board" or the "Directors"), for the period and on
the terms and conditions set forth in this Agreement. The Adviser hereby accepts
such employment and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the obligations set
out in this Agreement for the compensation provided for herein. The Adviser and
its affiliates for all purposes herein shall be deemed to be independent
contractors and, unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Funds in any way or otherwise be deemed
agents of the Funds.
2. Duties of the Adviser
(a) Management and Administrative Services. The Adviser shall
perform, or arrange for the performance of, the management and administrative
services necessary for the operation of each Fund, including administering
shareholder accounts and handling shareholder relations. The Adviser shall
provide the Funds with office space, facilities, equipment and necessary
personnel and such other services as the Adviser, subject to review by the
Board, from time to time shall determine to be necessary or useful to perform
its obligations under this Agreement. The Adviser, also on behalf of the Funds,
shall conduct relations with custodians, depositories, transfer agents, pricing
agents, dividend disbursing agents, other shareholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and such other persons in any such other capacity
deemed to be necessary or desirable. The Adviser generally shall monitor each
Fund's compliance with investment policies and restrictions as set forth in
filings made by the Fund under the federal securities laws. The Adviser shall
make reports to the Board of its performance of obligations hereunder and
furnish advice and recommendations with respect to such other aspects of the
business and affairs of the Funds as it shall determine to be desirable.
(b) Investment Advisory Services. Subject to the supervision,
direction and approval of the Board, the Adviser will conduct, or cause to be
conducted, a continual program of investment, evaluation, sale, and reinvestment
of each Fund's assets. Subject to paragraph (c) below, the Adviser is
authorized, in its sole discretion, to: (i) obtain and evaluate pertinent
economic, financial, and other information affecting each Fund and its
investment assets as such information relates to securities or other financial
instruments that are purchased for or considered for purchase by the Funds; (ii)
make investment decisions for the Funds; (iii) place purchase and sale orders
for portfolio transactions on behalf of the Funds and manage otherwise
uninvested cash assets of the Funds; (iv) arrange for the pricing of Fund
securities; (v) execute account documentation, agreements, contracts and other
documents as may be requested by brokers, dealers, counterparties and other
persons in connection with the Adviser's management of the assets of the Funds
(in such respect, and only for this limited purpose, the Adviser will act as the
Funds' agent and attorney-in-fact); (vi) employ professional portfolio managers
and securities analysts who provide research and other services to the Funds;
and (vii) make decisions with respect to the use by the Funds of borrowing for
leverage or other investment purposes as consistent with the Fund's investment
objective(s) and policies. The Adviser will in
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general take such action as is appropriate to effectively manage each Fund's
investment practices.
In addition:
(1) The Adviser will maintain and preserve the records specified
in Section 17 of this Agreement and any other records related to each Fund's
transactions as are required under any applicable state or federal securities
law or regulation, including: the 1940 Act, the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the Advisers Act.
(2) The Adviser will comply with procedures of the Board ("Board
Procedures") provided to the Adviser by the Company. The Adviser will notify the
Company as soon as reasonably practicable upon detection of any material breach
of such Board Procedures with respect to any Fund.
(3) The Adviser will maintain a written code of ethics (the "Code
of Ethics") that it reasonably believes complies with the requirements of Rule
17j-1 under the 1940 Act ("Rule 17j-1"), a copy of which will be provided to the
Company, and will institute procedures reasonably necessary to prevent any
"Access Person" (as defined in Rule 17j-1) from violating its Code of Ethics.
The Adviser will follow such Code of Ethics in performing its services under
this Agreement. Further, the Adviser represents that it has policies and
procedures regarding the detection and prevention of the misuse of material,
nonpublic information by the Adviser and its employees, a copy of which it will
provide to the Company upon any reasonable request. The Adviser shall ensure
that its employees will comply in all material respects with the provisions of
Section 16 of the Exchange Act, and to cooperate reasonably with the Company for
purposes of filing any required reports with the SEC or such other regulator
having appropriate jurisdiction.
(4) The Adviser will manage, or cause to be managed, the
investment and reinvestment of the assets of each Fund in a manner consistent
with each Fund's investment objectives and policies as stated in its Prospectus.
The Adviser also will manage, or cause to be managed, the investments of each
Fund in a manner consistent with any and all applicable investment restrictions
(including diversification requirements, if applicable) contained in the 1940
Act and the rules and regulations under the 1940 Act, any exemptive orders
issued by the SEC applicable to the Funds or any SEC staff no-action letter
applicable to the Funds, and any applicable state securities law or regulation.
The Company will provide the Adviser with copies of any such SEC exemptive
orders or SEC staff no-action letters. The Adviser shall perform quarterly and
annual tax compliance tests with respect to each Funds' compliance with the
diversification requirements of Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code"), if applicable, and promptly furnish reports of
such tests to any Subadviser (as defined below) after each quarter end to ensure
that each Fund is in compliance with the Code, if applicable. The Adviser agrees
to perform its duties hereunder in complete compliance with the Funds' policies
and procedures adopted pursuant to Rule 38a-1 of the 1940 Act, and the Adviser's
duties and obligations of Rule 206(4)-7 under the Advisers Act, including
providing the Chief Compliance Officer of the Company and/or the Board with such
information, reports and certifications as they may reasonably request.
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(c) Subadvisers. In carrying out its responsibilities hereunder,
the Adviser may, in its sole discretion to the extent permitted by applicable
law, any exemptive orders issued by the SEC applicable to the Funds or any SEC
staff no-action letter applicable to the Funds, employ, retain or otherwise
avail itself of the services of other persons or entities (a "Subadviser") at
the Adviser's own cost and expense, including without limitation, affiliates of
the Adviser, on such terms as the Adviser shall determine to be necessary,
desirable or appropriate. Retention of one or more Subadvisers, or the
employment or retention of other persons or entities to perform services, shall
in no way reduce the responsibilities or obligations of the Adviser under this
Agreement and the Adviser shall be responsible for all acts and omissions of
such Subadvisers, or other persons or entities, in connection with the
performance of the Adviser's duties hereunder unless otherwise agreed by the
parties.
3. Information and Reports
(a) The Adviser will keep the Company informed of developments
relating to its duties as investment adviser of which the Adviser has, or should
have, knowledge that would materially affect the Funds. In this regard, the
Adviser will provide the Company and its officers with such periodic reports
concerning the obligations the Adviser has assumed under this Agreement as the
Company may from time to time reasonably request. Additionally, upon the request
of the Board, prior to each Board meeting, the Adviser will provide the Board,
or cause any Subadviser to provide the Board, with reports regarding the
management of the Funds during the most recently completed quarter, including
certifications that each Fund is in compliance with its respective investment
objectives and practices, the 1940 Act and applicable rules and regulations
thereunder, and the requirements of Subchapter M of the Code, if applicable, and
other information in such form as may be mutually agreed upon by the Adviser and
the Company. The Adviser also will certify quarterly to the Company that it and
its Advisory Persons have complied materially with the requirements of Rule
17j-1 during the previous quarter or, if not, explain what the Adviser has done
to seek to ensure such compliance in the future. Annually, the Adviser will
furnish a written report, which complies with the requirements of Rule 17j-1 and
Rule 38a-1, concerning the Adviser's Code of Ethics and compliance program,
respectively, to the Company. Upon written request of the Fund with respect to
violations of the Code of Ethics directly affecting any Fund, the Adviser will
permit representatives of the Company to examine reports (or summaries of the
reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the
Code of Ethics.
(b) The Adviser will provide the Company with any information
reasonably requested regarding its management of the Funds required for any
shareholder report, amended registration statement, or prospectus supplement to
be filed by the Company with the SEC. The Adviser will promptly inform the
Company if any information in a Fund's Prospectus or Statement of Additional
Information, as amended from time to time ("SAI"), to the Adviser's knowledge is
(or will become) inaccurate or incomplete.
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4. Standard of Care
The Adviser will exercise its best judgment and will act in good faith
and use reasonable care and in a manner consistent with applicable federal and
state laws and regulations in rendering the services it agrees to provide under
this Agreement.
5. Adviser's Duties Regarding Fund Transactions
(a) Placement of Orders. The Adviser will take, or cause to be
taken, all actions that it considers necessary to implement the investment
policies of the Funds, and, in particular, to place all orders for the purchase
or sale of securities or other investments for the Funds with brokers or dealers
that the Adviser, in its sole discretion, selects. To that end, the Adviser is
authorized as the Funds' agent to give instructions to the Funds' custodian as
to deliveries of securities or other investments and payments of cash for the
Funds' account. In connection with the selection of brokers or dealers and the
placement of purchase and sale orders, the Adviser is subject to the supervision
of the Board and is directed at all times to seek to obtain best execution and
price within the policy guidelines determined by the Board and set out in each
Fund's current Prospectus or SAI, subject to provisions (b), (c) and (d) of this
Section 5.
(b) Selection of Brokers and Dealers. To the extent permitted by
the policy guidelines set out in each Fund's current Prospectus or SAI, in
connection with the selection of brokers and dealers to execute portfolio
transactions, in seeking the best overall terms available, the Adviser is
authorized to consider not only the available prices and rates of brokerage
commissions, but also other relevant factors, which may include, without
limitation: the execution capabilities of the brokers and dealers; the research,
custody, and other services provided by the brokers and dealers that the Adviser
believes will enhance its general portfolio management capabilities; the size of
the transaction; the difficulty of execution; the operational facilities of
these brokers and dealers; the risk to a broker or dealer of positioning a block
of securities; and the overall quality of brokerage and research services
provided by the brokers and dealers. In connection with the foregoing, the
Adviser is specifically authorized to pay those brokers and dealers who provide
brokerage and research services to the Company a higher commission than that
charged by other brokers and dealers if the Adviser determines in good faith
that the amount of the commission is reasonable in relation to the value of the
brokerage and research services provided. The Company acknowledges that any such
research may be useful in connection with other accounts managed by the Adviser.
The execution of such transactions will not be considered to represent an
unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. On an ongoing basis, but not less
often than annually, the Adviser will identify and provide a written description
to the Board of all "soft dollar" arrangements that the Adviser maintains with
respect to the Funds or with brokers or dealers that execute transactions for
the Funds, if any, and of all research and other services provided to the
Adviser by a broker or dealer (whether prepared by such broker or dealer or by a
third party), if any, as a result, in whole or in part, of the direction of Fund
transactions to the broker or dealer.
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(d) Aggregated Transactions. On occasions when the Adviser deems
the purchase or sale of a security or other financial instrument to be in the
best interest of a Fund, as well as other clients, the Adviser is authorized,
but not required, to aggregate purchase and sale orders for securities or other
financial instruments held (or to be held) by that Fund with similar orders
being made on the same day for other client accounts or portfolios that the
Adviser manages. When an order is so aggregated, the Adviser may allocate the
recommendations or transactions among all accounts and portfolios for whom the
recommendation is made or transaction is effected on a basis that the Adviser
reasonably considers equitable and consistent with its fiduciary obligations to
the Fund and its other clients. The Adviser and the Funds recognize that in some
cases this procedure may adversely affect the size of the position obtainable
for a Fund.
6. Compensation
(a) For the services to be provided by the Adviser hereunder with
respect to each Fund, the Company shall pay to the Adviser an annual investment
advisory fee equal to the amount set forth on Schedule A attached hereto of the
average daily value of each Fund's net assets. Schedule A shall be amended from
time to time to reflect the addition and/or termination of any Fund as a Fund
hereunder and to reflect any change in the advisory fees payable with respect
thereto. All fees payable hereunder shall be accrued daily and paid periodically
on a Schedule approved by the Board, but no less frequently than quarterly.
In case of commencement or termination of this Agreement with respect
to any Fund during any calendar month, the fee with respect to such Fund for
that month shall be reduced proportionately based upon the number of calendar
days during which it is in effect, and the fee shall be computed upon the
average daily net assets of such Fund for the days during which it is in effect.
(b) For the purpose of determining fees payable to the Adviser,
the value of a Fund's net assets will be computed at the times and in the manner
specified in the Fund's current Prospectus or SAI, and on days on which the net
assets are not so determined, the net asset value computation to be used will be
as determined on the immediately preceding day on which the net assets were
determined.
7. Expenses
(a) The Adviser. Except as otherwise provided in Section 7(b) of
this Agreement, the Adviser agrees to pay all expenses incurred by the Company.
(b) The Funds. The Company, on behalf of each Fund, on a
Fund-by-Fund basis out of the assets of the particular Fund for which an expense
relates, agrees to pay all of the following expenses incurred by such Fund (i)
interest and taxes (including, but not limited to, income, excise, transfer and
withholding taxes); (ii) expenses of the Fund incurred with respect to the
acquisition and disposition of portfolio securities and the execution of
portfolio transactions, including brokerage commissions; (iii) expenses incurred
in connection with any distribution plan adopted by the Company in compliance
with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) the
advisory fee payable to the Adviser hereunder; and
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(v) litigation expenses and any extraordinary expenses (in each case as
determined by a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act)).
8. Services to Other Companies or Accounts
The Company understands that the Adviser and its affiliates now act,
will continue to act and may act in the future as investment manager or adviser
to fiduciary and other managed accounts, and as an investment manager or
adviser to other investment companies, including any offshore entities or
private accounts. The Funds have no objection to the Adviser and its affiliates
so acting. The Funds recognize that in some cases this procedure may adversely
affect the size of the position obtainable for the Funds and understand that
the persons employed by the Adviser to assist in the performance of the
Adviser's duties under this Agreement may not devote their full time to such
service, and that nothing contained in this Agreement will be deemed to limit
or restrict the right of the Adviser to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature. This
Agreement will not in any way limit or restrict the Adviser or any of its
directors, officers, employees, or agents from buying, selling or trading any
securities or other investment instruments for its or their own account or for
the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by the
Adviser of its duties and obligations under this Agreement and such activities
are not otherwise prohibited by applicable law.
9. Affiliated Brokers
The Adviser or any of its affiliates may act as broker or agent in
connection with the purchase or sale of securities or other investments for the
Funds, subject to: (i) the requirement that the Adviser seek to obtain best
execution and price within the policy guidelines determined by the Board and set
out in each Fund's current Prospectus or SAI; (ii) the provisions of the 1940
Act and the Advisers Act; (iii) the provisions of the Exchange Act, including,
but not limited to, Section 11(a) thereof; and (iv) other provisions of
applicable law. These brokerage services are not within the scope of the duties
of the Adviser under this Agreement. Subject to the requirements of applicable
law and any procedures adopted by the Board, the Adviser or its affiliates may
receive brokerage commissions, fees or other remuneration from the Funds for
these services in addition to the Adviser's fees for services under this
Agreement.
10. Custody
Nothing in this Agreement will require the Adviser to take or receive
physical possession of cash, securities, or other investments of any Fund.
11. Term of Agreement; Termination of Agreement; Amendment of
Agreement
(a) Term. This Agreement will become effective on the date hereof
(the "Effective Date"), and, unless terminated in accordance with its terms,
will continue for an initial two-year term and thereafter so long as such
continuance is specifically approved at least annually as required by the 1940
Act.
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(b) Termination. This Agreement may be terminated, without
penalty, with respect to any Fund (i) by the Board or by vote of holders of a
majority of the outstanding shares of the Fund upon sixty (60) days' written
notice to the Adviser, and (ii) by the Adviser upon sixty (60) days' written
notice to the Fund. This Agreement also will terminate automatically in the
event of its assignment.
(c) Amendment. This Agreement may be amended by the parties only
if the amendment is specifically approved by: (i) a majority of those Directors
of the Company who are not parties to this Agreement or "interested persons" of
any party cast in person at a meeting called for the purpose of voting on the
Agreement's approval; and (ii) if required by applicable law, the vote of a
majority of the outstanding shares of the Fund.
12. Representations and Covenants of the Company
The Company represents and covenants to the Adviser as follows:
(a) The Company is a corporation that is validly existing and in
good standing under the laws of the State of Maryland. Each
Fund is a duly established, separate series of the Company.
The Company is duly authorized to transact business in the
State of Maryland and is qualified to do business in all
jurisdictions in which it is required to be so qualified,
except jurisdictions in which the failure to so qualify would
not have a material adverse effect on the Company or any Fund.
The Company is registered as an open-end management investment
company under the 1940 Act, and its registration with the SEC
as an investment company under the 1940 Act is in full force
and effect, and each Fund's shares are (or will be prior to
commencing operations with respect to any Additional Funds)
registered under the Securities Act of 1933, as amended, and
under any applicable state securities laws.
(b) The execution, delivery and performance by the Company, on
behalf of the Funds, of this Agreement are within the
Company's powers and have been duly authorized by all
necessary actions of the Board, and the execution, delivery
and performance of this Agreement by the parties to this
Agreement do not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii) the
Company's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instruments
binding upon the Company or any Fund.
13. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Company as follows:
(a) It is duly organized and validly existing under the laws of
the State of California with the power to own and possess its
assets and carry on its business as this business is now being
conducted.
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(b) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its board of
directors, and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the
part of the Adviser for the execution, delivery and
performance of this Agreement by the parties to this
Agreement, and the execution, delivery and performance of this
Agreement by the parties to this Agreement does not contravene
or constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Adviser's governing
instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon the Adviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and will continue to seek to meet for the duration
of this Agreement, any other applicable federal or state
requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this Agreement.
(e) It (i) is registered with the SEC as an investment adviser
under the Advisers Act, (ii) is registered or licensed as an
investment adviser under the laws of those jurisdictions in
which its activities require it to be so registered or
licensed, and (iii) will promptly notify the Company of the
occurrence of any event that would disqualify it from serving
as an investment adviser to an investment company pursuant to
Section 9(a) of the 1940 Act.
(f) It has provided the Company with a copy of its Form ADV and
will, promptly after making any amendment to its Form ADV,
furnish a copy of such amendment to the Company. The
information contained in the Adviser's Form ADV is accurate
and complete in all material respects and does not omit to
state any material fact necessary in order to make the
statements made, in light of the circumstances under which
they were made, not misleading.
(g) It will carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including
securities law, governing its activities; (ii) each Fund's
investment objective, policies, and restrictions, as set out
in the Prospectus and SAI, as amended from time to time; (iii)
the applicable exemptive orders or no-action letters issued by
the SEC or its staff governing the Funds, as such orders or
letters may be amended from time to time; (iv) the provisions
of the governing documents of the Company, as such documents
are amended from time to time; and (v) any policies or
directives as the Board may from time to time establish or
issue and communicate to the Adviser in writing. The Company,
on behalf of the Funds, will promptly notify the Adviser in
writing of changes to (ii), (iii), (iv) or (v) above.
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(h) It will treat confidentially and as proprietary information of
the Funds all records and other information relative to the
Funds, and the Funds' prior, current or potential
shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and
approval in writing by each Fund, which approval shall not be
unreasonably withheld and may not be withheld where the
Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so
requested by the Funds.
(i) It is not the subject of any proceeding, investigation or
inquiry brought by the SEC, Financial Industry Regulatory
Authority ("FINRA") (or any other self-regulatory
organization) or any other federal or state regulator with
respect to the types of services for which it is being
appointed herein or which could have a material impact on its
ability to fully perform any of the services to be rendered
hereunder.
14. Limitation of Liability of Adviser
Neither the Adviser nor its directors, officers, employees, agents or
controlling persons or assigns shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Company, any Fund or its
shareholders in connection with the matters to which this Agreement relates;
provided, however, that no provision of this Agreement shall be deemed to
protect the Adviser against any liability to the Company, any Fund or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in the performance of its duties or
the reckless disregard of its obligations and duties under this Agreement.
15. No Liability of other Funds
This Agreement is made by the Company, on behalf of its Funds, pursuant
to authority granted by the Directors, and the obligations created hereby are
not binding on any of the Directors or shareholders of the Funds individually,
but bind only the property of that Fund and no other Funds of the Company.
16. Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable
manner with each other in the event that any of them should become involved in a
legal, administrative, judicial or regulatory action, claim, or suit as a result
of performing its obligations under this Agreement.
17. Records
(a) Maintenance of Records. The Adviser hereby undertakes and
agrees to maintain for the Company, in the form and for the period required by
Rule 31a-2 under the 1940 Act, all records relating to the Funds' investments
that are required to be maintained by the Funds
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pursuant to the 1940 Act with respect to the Adviser's responsibilities under
this Agreement (the "Funds' Books and Records").
(b) Ownership of Records. The Adviser agrees that the Funds' Books
and Records are the Company's property and further agrees to surrender them
promptly to the Company upon the request of the Company; provided, however, that
the Adviser may retain copies of the Funds' Books and Records at its own cost.
The Funds' Books and Records will be made available, within two (2) business
days of a written request, to the Funds' accountants or auditors during regular
business hours at the Adviser's offices. The Company or its authorized
representatives will have the right to copy any records in the Adviser's
possession that pertain to any Fund. These books, records, information, or
reports will be made available to properly authorized government representatives
consistent with state and federal law and/or regulations. In the event of the
termination of this Agreement, the Funds' Books and Records will be returned to
the Company. The Adviser agrees that the policies and procedures it has
established for managing the Funds, including, but not limited to, all policies
and procedures designed to ensure compliance with federal and state regulations
governing the adviser/client relationship and management and operation of the
Funds, will be made available for inspection by the Fund or its authorized
representatives upon reasonable written request within not more than two (2)
business days.
18. Use of the "iShares" Name
The Adviser has consented to the use by the Company of the name or
identifying word "iShares" in the name of the Company and each Fund. Such
consent is conditioned upon the employment of the Adviser or an affiliate as the
investment adviser to the Fund. The name or identifying word "iShares" may be
used from time to time in other connections and for other purposes by the
Adviser and any of its affiliates. The Adviser may require the Company and the
Funds to cease using "iShares" in the name of the Company and the Funds if the
Funds cease to employ, for any reason, the Adviser, any successor thereto or any
affiliate thereof as investment adviser of the Fund.
19. Survival
All representations and warranties made by the Adviser and the Company,
on behalf of the Funds, in this Agreement will survive for the duration of this
Agreement and the parties to this Agreement will notify each other in writing
immediately upon becoming aware, but in no event later than five (5) days after
becoming aware, that any of the foregoing representations and warranties are no
longer true.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and
enforced in accordance with the laws of the state of New York, without regard to
principles of conflicts of laws.
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21. Severability
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall not
be affected thereby.
22. Definitions
The terms "assignment," "affiliated person," and "interested person,"
when used in this Agreement, will have the respective meanings specified in
Section 2(a) of the 1940 Act. The term "majority of the outstanding shares"
means the lesser of (a) sixty-seven percent (67%) or more of the shares present
at a meeting if more than fifty percent (50%) of these shares are present or
represented by proxy, or (b) more than fifty percent (50%) of the outstanding
shares. The term "including" means "including without limitation."
23. Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, and all of such counterparts together will
constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
12
IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the date first above written.
iSHARES MSCI RUSSIA CAPPED INDEX
FUND, INC.
By: /s/ ▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇
Title: Treasurer and Chief Financial
Officer
BLACKROCK FUND ADVISORS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director