EX_99.CODEETH
N-CSR Exhibit for Item 10(a): CODE OF ETHICS
iShares Trust and iShares, Inc.
CODE OF ETHICS FOR SENIOR OFFICERS
INTRODUCTION
Section 406 of the Sarbanes-Oxley Act of 2002 directed the Securities
and Exchange Commission (the "SEC") to adopt rules requiring companies to
disclose whether or not they have adopted a code of ethics for senior financial
officers, and if not, why not. The SEC has adopted rules requiring registered
investment companies to make such disclosures. These rules extend coverage to
chief executive officers as well as senior financial officers, and require
disclosure of waivers or substantive changes in any code. This Code of Ethics
(this "Code") addresses these new requirements, and is different in nature and
scope from the code of ethics that was previously adopted as required under
Section 17(j) of the Investment Company Act of 1940 (the "1940 Act") and Rule
17j-1 thereunder, which focuses on personal trading activities.
POLICY STATEMENT
It is the policy of iShares Trust and iShares, Inc. (collectively the
"Funds" or each individually a "Fund") to conduct its affairs in accordance with
all applicable laws and governmental rules and regulations. This Code has been
adopted by the Funds' Board of Trustees and Board of Directors (together, the
"Board") and applies to the persons appointed by the Board as Chief Executive
Officer, President, Chief Financial Officer, Treasurer and/or Chief Accounting
Officer, and any persons performing similar functions, all as identified in
Exhibit A, as modified from time to time ("Covered Officers"). Each Covered
Officer is personally responsible for adhering to the standards and restrictions
imposed by applicable laws, rules and regulations, including those relating to
affiliated transactions, accounting and auditing matters. This Code is designed
to promote:
. honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
. full, fair, accurate, timely and understandable disclosure in the
reports and documents the Fund files with, or submits to, the SEC
and in other public communications made by the Fund;
. compliance with applicable governmental laws, rules and regulations;
. prompt internal reporting to the appropriate person of violations of
this Code; and
. accountability for adherence to this Code.
This Code covers a wide range of business practices and procedures. It
does not cover every issue that may arise, but it sets out basic principles to
guide Covered Officers. In this regard, each Covered Officer must:
.. act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or the
Fund's policies;
.. observe both the form and spirit of laws and governmental rules and
regulations, and accounting standards;
.. adhere to high standards of business ethics; and
.. place the interests of the Fund and its shareholders before the Covered
Officer's own personal interests.
All activities of Covered Officers should be guided by and adhere to
these fiduciary standards. Covered Officers should not hesitate to use available
resources whenever it is desirable to seek clarification. Covered Officers are
encouraged to consult with the Fund's chief legal officer or, if none, legal
counsel to the Fund's
investment adviser ("Adviser") ("Legal Counsel"), or other appropriate
resources, when in doubt about the best course of action in a particular
situation.
CONFLICTS OF INTEREST
Covered Officers should handle ethically actual and apparent conflicts
of interest. A "conflict of interest" occurs when an individual's personal
interests actually or potentially interfere with the interests of the Fund or
its shareholders. A conflict of interest can arise when a Covered Officer takes
actions or has interests that may make it difficult to perform his duties as a
Fund officer objectively and effectively. Service to the Fund should never be
subordinated to either a direct or indirect personal gain or advantage.
Certain conflicts of interests arise out of the relationships between
Covered Officers and the Fund that already are subject to conflict of interest
provisions in the 1940 Act and the Investment Advisers Act. For example, Covered
Officers may not individually engage in certain transactions (such as the
purchase or sale of securities or other property) with the Fund because of their
status as "affiliated persons" of the Fund. The Funds' and the Adviser's
compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code. Actual or apparent conflicts may arise
from, or as a result of, the contractual relationship between the Fund and the
Adviser, administrator or other service provider of which the Covered Officers
are also officers or employees (the "Employer"). It is recognized by the Board
that the Covered Officers will, in the normal course of their duties, be
involved in establishing policies and implementing decisions that will have
different effects on the Employer and the Fund. The Board recognizes that the
participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Fund and the Employer, and is consistent
with the Board's understanding of the performance by the Covered Officers of
their duties as officers of the Fund. In addition, it is recognized by the Board
that the Covered Officers may also be officers or employees of other investment
companies advised or serviced by the Employer and the codes of those investment
companies will apply to the Covered Officers acting in those distinct
capacities. Nonetheless, each Covered Officer recognizes that, as an Officer of
the Fund, he or she has a duty to act in the best interests of the Fund and its
shareholders.
If a Covered Officer believes that his or her responsibilities as an
officer or employee of the Employer are likely to materially compromise his or
her objectivity or ability to perform the duties of his role as an officer of
the Fund, he or she should consult with Legal Counsel, the Fund's outside
counsel, or counsel to the Trustees who are not "interested persons" of the Fund
as defined in the 1940 Act ("Independent Trustees"), as appropriate. Under
appropriate circumstances, a Covered Officer should also consider whether to
present the matter to the Board or an appropriate committee thereof.
In addition, each Covered Officer must:
.. avoid conflicts of interest wherever possible;
.. not use his or her personal influence or personal relationships to influence
investment decisions or financial reporting by the Fund whereby the Covered
Officer would benefit personally to the detriment of the Fund;
.. not engage in personal, business or professional relationships or dealings
which would impair his or her independence of judgment or adversely affect
the performance of his or her duties in the best interests of the Fund and
its shareholders; and
.. not cause the Fund to take action, or fail to take action, for the personal
benefit of the Covered Officer rather than the benefit the Fund.
ACCURACY OF REPORTS, RECORDS AND ACCOUNTS
All Covered Officers are responsible for the accuracy of the records
and reports that they are responsible for maintaining. Each Covered Officer
shall seek to obtain additional resources if he believes that existing resources
are inadequate to enable the Fund to provide full, fair and accurate financial
information and other disclosure to regulators and Fund shareholders. Accurate
information is essential to the Fund's ability to meet legal and
regulatory obligations. The books and records of the Fund shall meet the highest
standards and accurately reflect the true nature of the transactions they
record. The Covered Officers must not create false or misleading documents or
accounting, financial or electronic records for any purpose, and must not direct
any other person to do so. If a Covered Officer becomes aware that information
filed with the SEC or made available to the public contains any false or
misleading information or omits to disclose necessary information, he shall
promptly report it to Legal Counsel for a determination as to what, if any,
corrective action is necessary or appropriate.
No undisclosed or unrecorded account or fund shall be established for
any purpose. No false or misleading entries shall be made in the Fund's books or
records for any reason. No disbursement of Fund assets shall be made without
adequate supporting documentation or for any purpose other than as described in
the Fund's documents or contracts.
FUNDS DISCLOSURE CONTROLS AND PROCEDURES
Each Covered Officer is required to be familiar, and comply, with the
Fund's disclosure controls and procedures. In addition, each Covered Officer
having direct or supervisory authority regarding SEC filings or the Fund's other
public communications should, to the extent appropriate within his area of
responsibility, consult with other Fund officers and take other appropriate
steps regarding these disclosures with the goal of making full, fair, accurate,
timely and understandable disclosure.
Each Covered Officer must:
.. familiarize him- or herself with the disclosure requirements applicable to
the Fund as well as the business and financial operations of the Fund;
.. ensure that reasonable steps are taken within his or her areas of
responsibility to promote full, fair, accurate, timely and understable
disclosure in all regulatory filings, as well as when communicating with the
Fund's shareholders or the general public, in accordance with applicable
law;
.. consistent with his or her responsibilities, exercise appropriate
supervision over and assist relevant Fund service providers in developing
financial information and other disclosure that complies with relevant law
and presents information in a clear, comprehensible and complete manner; and
.. not knowingly misrepresent, conceal or omit required disclosures of, or
cause others to do the same, facts about the Fund, whether to persons within
or outside the Fund, including to outside counsel, independent auditors and
governmental regulators.
CONFIDENTIAL INFORMATION
Covered Officers who have access to confidential information are not
permitted to use or share that information for their personal benefit or for any
other purpose except the conduct of the Fund's business. Covered Officers should
maintain the confidentiality of information entrusted to them by the Fund or its
shareholders, except when disclosure is authorized or legally mandated.
Confidential information includes all non-public information, including
information that might be of use to competitors, or harmful to the Fund or its
shareholders if disclosed.
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly by the Fund. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the Board and its counsel.
COMPLIANCE, REPORTING AND RECORDKEEPING
Compliance
Any Covered Officer who violates the provisions of this Code will be
subject to disciplinary action and appropriate sanctions, up to and including
termination. Sanctions shall be imposed by the Audit Committee, subject to
review by the full Board, in their sole discretion. Depending on the nature and
severity of the violation, the Fund may refer such violation to appropriate
authorities for civil action or criminal prosecution.
All reports and records prepared or maintained pursuant to this Code
shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by the law or this Code, such reports
and records shall not be disclosed to anyone other than the Fund's Adviser, the
Trustees, the Fund's outside counsel or counsel to the Independent Trustees.
Reporting
Each Covered Officer shall:
.. upon receipt of the Code or upon becoming a Covered Officer, sign and submit
an Initial Acknowledgement (form attached) confirming that he has received,
read and understands the Code;
.. annually, sign and submit an Annual Acknowledgement (form attached)
confirming that he has complied with the requirements of the Code;
.. not retaliate against any Covered Officer or other person for making reports
of violations in good faith; and
.. notify Legal Counsel, the Fund's outside counsel or counsel to the
Independent Trustees, as appropriate, of any actual or potential violation
of this Code. Failure to do so is itself a violation of this Code. The Fund
will not retaliate against any Covered Officer for making reports of
violations in good faith, but will not be precluded from taking appropriate
disciplinary action for the violations themselves.
Except as described otherwise below, Legal Counsel is authorized to
apply this Code to situations presented to it and has the authority to interpret
this Code in any particular situation. Legal Counsel shall take all action it
considers appropriate to investigate any actual or potential violations reported
to it, and Legal Counsel is authorized and encouraged to consult, as
appropriate, with the chair of the Audit Committee, the Fund's outside counsel
or counsel to the Independent Trustees. The Fund's Audit Committee is
responsible for granting waivers from the terms and provisions of this Code, as
it deems appropriate.
Recordkeeping
The Fund will maintain and preserve for a period of not less than six
(6) years from the date such action is taken, the first two (2) years in an
easily accessible place, a copy of the information or materials supplied to the
Board: (i) that provided the basis for any amendment or waiver to this Code, and
(ii) relating to any violation of the Code and sanctions imposed for such
violation, together with a written record of the approval or action taken by the
Audit Committee and/or Board.
EXHIBIT A
"Covered Officers" covered by this Code of Ethics for Senior Officers:
Lee T. Kranefuss, President
Michael A. Latham, Principal Financial Officer
Current as of: September 12, 2003.
Form of
INITIAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of
Ethics for Senior Officers (the "Code") and that I understand it. I further
acknowledge that I am responsible for understanding and complying with the
policies set forth in the Code during my tenure as a Covered Officer, as defined
in the Code.
I also acknowledge my responsibility to report any violation of the
Code to Legal Counsel, as defined in the Code.
I further acknowledge that the policies contained in the Code are not
intended to create any contractual rights or obligations, express or implied. I
also understand that, consistent with applicable law, the Fund has the right to
amend, interpret, modify or withdraw any of the provisions of the Code at any
time in its sole discretion, with or without notice.
Covered Officer Name and Title: ________________________________________________
(please print)
________________________________________________________________________________
Signature Date
Please return this completed form to _______________________________ within one
week from the date of your receipt of a request to review these documents. Thank
you!
Form of
ANNUAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of
Ethics for Senior Officers (the "Code") and that I understand it. I further
acknowledge that I am responsible for understanding and complying with the
policies set forth in the Code during my tenure as a Covered Officer, as defined
in the Code.
I also acknowledge that I have fully complied with the terms and
provisions of the Code during the period of time since the most recent Initial
or Annual Acknowledgement provided by me.
I further acknowledge that the policies contained in the Code are not
intended to create any contractual rights or obligations, express or implied. I
also understand that, consistent with applicable law, the Fund has the right to
amend, interpret, modify or withdraw any of the provisions of the Code at any
time in its sole discretion, with or without notice.
Covered Officer Name and Title: ________________________________________________
(please print)
________________________________________________________________________________
Signature Date
Please return this completed form to _______________________________ within one
week from the date of your receipt of a request to complete and return it. Thank
you!