485BPOS

As filed with the Securities and Exchange Commission on April 17, 2006

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. 43	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 43	x

(Check appropriate box or boxes)

iShares^® Trust

(Exact Name of Registrant as Specified in Charter)

c/o Investors Bank & 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. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, N.Y. 10019-6099 ADAM MIZOCK, ESQ. BARCLAYS GLOBAL INVESTORS, N.A. 45 FREMONT STREET SAN FRANCISCO, CA 94105

It is proposed that this filing will become effective (check appropriate box):

¨ Immediately upon filing pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

x On May 1, 2006 pursuant to paragraph (b)

¨ On (date) pursuant to paragraph (a)(1)

¨ On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

¨ The post-effective amendment designates a new effective date for a previously filed post-effective amendment

iShares^® Trust (the “Registrant”)

CONTENTS OF THE REGISTRATION STATEMENT

This registration statement of the Registrant contains the following documents:

Facing Sheet

Contents of the Registration Statement

Part C - Other Information

Signature Page

Exhibits

Explanatory Note:

The Registrant has prepared this Post-Effective Amendment No. 43 to its Registration Statement on Form N-1A for the purpose of filing certain exhibits to the Registration Statement and updating Items 23, 24, 26 and 27 of Part C. Post-Effective Amendment No. 43 does not modify any provisions of the Prospectus or Statement of Additional Information constituting Part A and Part B of the Registration Statement and, accordingly, such Prospectus and Statement of Additional Information have not been included herein. In addition, Post-Effective Amendment No. 43 does not modify Items 25, 28, 29 and 30 of Part C.

iShares Trust

File Nos. 333-92935 and 811-09729

Part C

Other Information

Item 23.     Exhibits: PEA # 43

Exhibit Number	Description
(a)	Agreement and Declaration of Trust is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(b)	Amended and Restated By-Laws is incorporated herein by reference to Post-Effective Amendment No. 38, filed June 29, 2005 (Accession No. 0001193125-05-134869).
(c)	Not applicable.
(d.1)	Investment Advisory Agreement between the Trust and Barclays Global Fund Advisors (“BGFA”) is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(d.2)	Schedule A to the Investment Advisory Agreement between the Trust and BGFA, as amended, is filed herewith.
(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 (Accession No. 0000950130-00-002860).
(e.2)	Exhibit A to the Distribution Agreement between the Trust and SEI, as amended, is filed herewith.
(f)	Not applicable.
(g.1)	Custodian Agreement between the Trust and Investors Bank & Trust Company (“IBT”) is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(g.2)	Appendix A to the Custodian Agreement between the Trust and IBT, as amended, is filed herewith.

(g.3)	Securities Lending Agency Agreement between Barclays Global Investors, N.A. (“BGI”) and the Trust is incorporated herein by reference to exhibit (g.3) of Post-Effective Amendment No. 21, filed June 27, 2003 (Accession No. 0001193125-03-014224).
(g.4)	Appendix A to Securities Lending Agency Agreement between BGI and the Trust, as amended, is filed herewith.
(g.5)	Delegation Agreement between the Trust and IBT is incorporated herein by reference to exhibit (g.3) of Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(h.1)	Administration Agreement between the Trust and IBT is incorporated herein by reference to the Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(h.2)	Appendix A to the Administration Agreement between the Trust and IBT, as amended, is filed herewith.
(h.3)	Transfer Agency and Service Agreement between the Trust and IBT is incorporated herein by reference to exhibit (h.2) of Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(h.4)	Appendix A to the Transfer Agency and Service Agreement between the Trust and IBT, as amended, is filed herewith.
(h.5)	Sublicense Agreement between BGI and the Trust for iShares S&P Funds is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(h.6)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares S&P Funds, as amended, is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.7)	Sublicense Agreement between BGI and the Trust for iShares Dow Jones Funds is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.8)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares Dow Jones Funds is filed herewith.

(h.9)	Sublicense Agreement between BGI and the Trust for iShares Russell Funds is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.10)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares Russell Funds to be filed by amendment.
(h.11)	Sublicense Agreement between BGI and the Trust for iShares MSCI EAFE Index Fund is incorporated herein by reference to Post-Effective Amendment No. 10, filed June 1, 2001 (Accession No. 00001021408-01-501621).
(h.12)	Sublicense Agreement between BGI and the Trust for iShares Nasdaq Biotechnology Index Fund is incorporated herein by reference to Post-Effective Amendment No. 13, filed July 31, 2001 (Accession No. 00001021408-01-504274).
(h.13)	Sublicense Agreement between BGI and the Trust for iShares Goldman Sachs Funds is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.14)	Sublicense Agreement between BGI 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 Post-Effective Amendment No. 16, filed July 31, 2002 (Accession No. 0000898430-02-002728).
(h.15)	Sublicense Agreement between BGI and the Trust for iShares GS $ InvesTop Corporate Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 16, filed July 31, 2002 (Accession No. 0000898430-02-002728).
(h.16)	Sublicense Agreement between BGI and the Trust for iShares S&P ADR International Index Fund and KLD Nasdaq Social Index Fund to be filed by amendment.
(h.17)	Sublicense Agreement between BGI and the Trust for iShares Cohen & Steers Realty Majors Index Fund is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).

(h.18)	Sublicense Agreement between BGI 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 Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.19)	Sublicense Agreement between BGI and the Trust for iShares NYSE 100 Index Fund and iShares NYSE Composite Index Fund is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.20)	Sublicense Agreement between BGI and the Trust for iShares FTSE/Xinhua China 25 Index Fund is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.21)	Sublicense Agreement between BGI and the Trust for iShares Morningstar Funds is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.22)	Sublicense Agreement between BGI and the Trust for iShares KLD Select Social Index Fund is incorporated herein by reference to Post-Effective Amendment No. 37, filed June 6, 2005 (Accession No. 0001193125-05-120767).
(h.23)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares Lehman Brothers Funds is incorporated herein by reference to Post-Effective Amendment No. 39, filed July 28, 2005 (Accession No. 0001193125-05-151478).
(h.24)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares MSCI EAFE Funds is incorporated herein by reference to Post-Effective Amendment No. 40, filed August 24, 2005 (Accession No. 0001193125-05-173934).
(i.1)	Legal Opinion and Consent of Willkie Farr & Gallagher LLP is filed herewith.
(i.2)	Legal Opinion and Consent of Richards, Layton & Finger, P.A. is filed herewith.
(j)	Consent of PricewaterhouseCoopers LLC, dated April 16, 2006, is filed herewith.
(k)	Not applicable.
(l.1)	Subscription Agreement between the Trust and SEI is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).

(l.2)	Letter of Representations between the Trust and Depository Trust Company is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (Accession No. 0000950130-00-002860).
(l.3)	Amendment of Letter of Representations between the Trust and Depository Trust Company for iShares S&P Global 100 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. (Accession No. 0000928385-01-501258).
(m)	Not applicable.
(n)	Not applicable.
(o)	Not applicable.
(p.1)	iShares Trust Code of Ethics is incorporated herein by reference to Post-Effective Amendment No. 41, filed November 23, 2005 (Accession No. 0001193125-05-231896).
(p.2)	BGI Code of Ethics is incorporated herein by reference to Post-Effective Amendment No. 39, filed July 28, 2005 (Accession No. 0001193125-05-151478).
(p.3)	Code of Ethics for SEI is incorporated herein by reference to Exhibit (p)(5) of Post-Effective Amendment No. 23 to the Registration Statement of Bishop Street Funds (SEC Nos. 33-80514 and 811-8572), filed April 29, 2005 (Accession No. 0000893220-05-000981).
(q.1)	Power of Attorney dated February 21, 2006 for Richard K. Lyons is filed herewith.
(q.2)	Powers of Attorney dated February 22, 2006 for Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, George G.C. Parker and W. Allen Reed are filed herewith.
(q.3)	Power of Attorney dated February 25, 2006 for Charles A. Hurty is filed herewith.

Item 24. Persons Controlled By or Under Common Control with Registrant:

iShares S&P Global 100 Index Fund
Mellon Trust of New England	34.35	%
iShares Russell 1000 Index Fund
Charles Schwab & Co., Inc.	25.90	%
iShares NYSE Composite Index Fund
Brown Brothers Harriman & Co.	31.03	%
iShares KLD Select Social Index Fund
State Street Bank and Trust Company	64.79	%

Item 25. Indemnification:

The Trust 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 “Act”), and the Investment Company Act of 1940, as amended. 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.

Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the final adjudication of such issue.

Item 26. (a)  Business and Other Connections of the Investment Adviser:

The Trust is advised by BGFA, a wholly-owned subsidiary of BGI, 45 Fremont Street, San Francisco, CA 94105. BGFA’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 BGFA 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 BGFA will also have substantial responsibilities as directors and/or officers of BGI. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BGFA 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.

Name and Position	Principal Business(es) During the Last Two Fiscal Years
Blake Grossman Chairman	Director and Chairman of the Board of Directors of BGFA and Chief Executive Officer and Director of BGI 45 Fremont Street, San Francisco, CA 94105
Frank Ryan Officer	Chief Financial Officer of BGFA and Chief Financial Officer and Cashier of BGI 45 Fremont Street, San Francisco, CA 94105
Rohit Bahgat Director	Director and Chief Operating Officer of BGFA and BGI 45 Fremont Street, San Francisco, CA 94105

Item 27. Principal Underwriters:

(a) 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. (the “Distributor”), 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 Index Funds	July 10, 1985
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
HighMark Funds	February 15, 1997

Oak Associates Funds	February 27, 1998
CNI Charter Funds	April 1, 1999
iShares Inc.	January 28, 2000
Johnson Family Funds, Inc.	November 1, 2000
Causeway Capital Management Trust	September 20, 2001
The Japan Fund, Inc.	October 7, 2002
Barclays Global Investors Funds	March 31, 2003
The Arbitrage Funds	May 17, 2005
The Turner Funds	January 1, 2006

The Distributor 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 20 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

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

Item 28. Location of Accounts and Records:

(a) The Fund maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder (collectively, the “Records”) at the offices of Investors Bank & Trust, 200 Clarendon Street, Boston, MA 02116.

(b) BGFA maintains all Records relating to its services as advisor at 45 Fremont Street, San Francisco, CA, 94105.

(c) SEI Investments Distribution Company maintains all Records relating to its services as distributor at 1 Freedom Valley Drive, Oaks, PA 19456.

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

Item 29. Management Services:

Not applicable.

Item 30. Undertaking:

Not applicable.

Exhibit Index

(d.2)	Schedule A to the Investment Advisory Agreement between the Trust and BGFA, as amended.
(e.2)	Exhibit A to the Distribution Agreement between the Trust and SEI, as amended.
(g.2)	Appendix A to the Custodian Agreement between the Trust and IBT, as amended.
(g.4)	Schedule A to the Securities Lending Agency Agreement between BGI and the Trust, as amended.
(h.2)	Appendix A to the Administration Agreement between the Trust and IBT, as amended.
(h.4)	Appendix A to the Transfer Agency and Service Agreement between the Trust and IBT, as amended.
(h.8)	Exhibit A to the Sublicense Agreement between BGI and the Trust for iShares Dow Jones Funds.
(i.1)	Legal Opinion and Consent of Willkie Farr & Gallagher LLP.
(i.2)	Legal Opinion and Consent of Richards, Layton & Finger, P.A.
(j)	Consent of PricewaterhouseCoopers LLC, dated April 16, 2006.
(q.1)	Power of Attorney dated February 21, 2006 for Richard K. Lyons.
(q.2)	Powers of Attorney dated February 22, 2006 for Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, George G.C. Parker and W. Allen Reed.
(q.3)	Power of Attorney dated February 25, 2006 for Charles A. Hurty.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 43 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 17 day of April, 2006.

By:
	Lee T. Kranefuss*
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 43 to the Registration Statement has been signed below by the following persons in the capacity and on the dates indicated.

By:
	Lee T. Kranefuss*
	Trustee and President
	Date: April 17, 2006
	Richard K. Lyons*
	Trustee
	Date: April 17, 2006
	John E. Martinez*
	Trustee
	Date: April 17, 2006
	George G. C. Parker*
	Trustee
	Date: April 17, 2006
	W. Allen Reed*
	Trustee
	Date: April 17, 2006
	Cecilia H. Herbert*
	Trustee
	Date: April 17, 2006
	Charles A. Hurty*
	Trustee
	Date: April 17, 2006

	John E. Kerrigan*
	Trustee
	Date: April 17, 2006
	/s/ Michael Latham
	Michael Latham
	Treasurer
	Date: April 17, 2006
*By:	/s/ Michael Latham
	Michael Latham
	Attorney in fact
	Date: April 17, 2006

Power of Attorney dated February 21, 2006 for Richard K. Lyons is filed herewith. Powers of Attorney dated February 22, 2006 for Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, George G.C. Parker and W. Allen Reed are filed herewith. Power of Attorney dated February 25, 2006 for Charles A. Hurty is filed herewith.

EX-99.(D.2)

Exhibit (d.2)

Schedule A

to the

Investment Advisory Agreement dated May 12, 2000

between

iShares Trust

and

Barclays Global Fund Advisors

Pursuant to Section 4, the Trust shall pay the Adviser compensation at the following annual rates:

Fund	Annual Fee
Approved February 15, 2000
iShares Dow Jones U.S. Basic Materials Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Consumer Services Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Consumer Goods Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Energy Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Financial Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Financial Services Index Fund	0.48	%***
iShares Dow Jones U.S. Healthcare Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Industrial Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Real Estate Index Fund	0.48	%***
iShares Dow Jones U.S. Technology Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Telecommunications Sector Index Fund	0.48	%***
iShares Dow Jones U.S. Total Market Index Fund	0.20	%
iShares Dow Jones U.S. Utilities Sector Index Fund	0.48	%***
iShares Russell 1000 Index Fund	0.15	%
iShares Russell 1000 Growth Index Fund	0.20	%
iShares Russell 1000 Value Index Fund	0.20	%
iShares Russell 2000 Index Fund	0.20	%
iShares Russell 2000 Growth Index Fund	0.25	%
iShares Russell 2000 Value Index Fund	0.25	%
iShares Russell 3000 Index Fund	0.20	%
iShares Russell 3000 Growth Index Fund	0.25	%
iShares Russell 3000 Value Index Fund	0.25	%
iShares S&P 500 Index Fund	0.0945	%
iShares S&P 500/BARRA Growth Index Fund	0.18	%
iShares S&P 500/BARRA Value Index Fund	0.18	%
iShares S&P Europe 350 Index Fund	0.60	%
iShares S&P MidCap 400 Index Fund	0.20	%
iShares S&P MidCap 400/BARRA Growth Index Fund	0.25	%
iShares S&P MidCap 400/BARRA Value Index Fund	0.25	%
iShares S&P SmallCap 600 Index Fund	0.20	%
iShares S&P SmallCap 600/BARRA Growth Index Fund	0.25	%
iShares S&P SmallCap 600/BARRA Value Index Fund	0.25	%
Approved July 21, 2000
iShares S&P 100 Index Fund	0.20	%
iShares S&P Global 100 Index Fund	0.40	%

Fund	Annual Fee
Approved November 15, 2000
iShares Cohen & Steers Realty Majors Index Fund	0.35	%
iShares Goldman Sachs Consumer Industries Index Fund*	0.60	%
iShares Goldman Sachs Cyclical Industries Index Fund*	0.60	%
iShares Goldman Sachs Financials Index Fund*	0.60	%
iShares Goldman Sachs Health Care Index Fund*	0.60	%
iShares Goldman Sachs Natural Resources Index Fund	0.48	%***
iShares Goldman Sachs Technology Index Fund	0.48	%***
iShares Goldman Sachs Utilities Index Fund*	0.60	%
iShares Nasdaq Biotechnology Index Fund	0.48	%***
Approved February 21, 2001
iShares Goldman Sachs Networking Index Fund	0.48	%***
iShares Goldman Sachs Semiconductor Index Fund	0.48	%***
iShares Goldman Sachs Hardware Index Fund*	0.50	%
iShares Goldman Sachs Software Index Fund	0.48	%***
Approved May 16, 2001
iShares S&P Global Consumer Discretionary Sector Index Fund*	0.65	%
iShares S&P Global Consumer Staples Sector Index Fund*	0.65	%
iShares S&P Global Energy Sector Index Fund	0.48	%***
iShares S&P Global Financials Sector Index Fund	0.48	%***
iShares S&P Global Health Care Sector Index Fund	0.48	%***
iShares S&P Global Industrials Sector Index Fund*	0.65	%
iShares S&P Global Technology Sector Index Fund	0.48	%***
iShares S&P Global Materials Sector Index Fund*	0.65	%
iShares S&P Global Telecommunications Sector Index Fund	0.48	%***
iShares S&P Global Utilities Sector Index Fund*	0.65	%
iShares S&P Global 1200 Index Fund*		%
iShares S&P/TOPIX 150 Index Fund	0.50	%
iShares S&P Asia Pacific 100 Index Fund*	0.60	%
iShares S&P Latin America 40 Index Fund	0.50	%
iShares MSCI EAFE Index Fund	0.35	%
Approved July 12, 2001
iShares Russell Midcap Index Fund	0.20	%
iShares Russell Midcap Growth Index Fund	0.25	%
iShares Russell Midcap Value Index Fund	0.25	%
Approved August 15, 2001
iShares Lehman 1-3 Year Treasury Bond Fund	0.15	%
iShares Lehman 7-10 Year Treasury Bond Fund	0.15	%
iShares Lehman 20+ Year Treasury Bond Fund	0.15	%
iShares Lehman Treasury Bond Fund*	0.25	%
iShares Lehman Government/Credit Bond Fund*	0.25	%
Approved February 28, 2002
iShares GS $ InvesTop Bond Fund	0.15	%

Fund	Annual Fee
Approved August 20, 2002
iShares KLD Nasdaq Social Index Fund*	0.50	%
iShares S&P ADR International Index Fund*	0.30	%
Approved December 13, 2002
iShares U.S. Treasury Inflation Protected Securities Fund	0.20	%
iShares Lehman Aggregate Bond Fund	0.25	%
iShares Lehman Liquid Corporate Bond Fund*	0.20	%
Approved September 12, 2003
iShares CSFB Callable Bond Index Fund*	0.20	%
iShares Dow Jones Select Dividend Index Fund	0.40	%
iShares Dow Jones U.S. Transportation Average Index Fund	0.48	%***
Approved December 5, 2003
iShares Dow Jones U.S. Industrial Average Index Fund*	0.28	%
iShares NYSE 100 Index Fund	0.25	%
iShares NYSE Composite Index Fund	0.25	%
iShares S&P 1500 Index Fund	0.20	%
Approved March 16, 2004
iShares Morningstar Large Core Index Fund	0.25	%
iShares Morningstar Large Growth Index Fund	0.25	%
iShares Morningstar Large Value Index Fund	0.25	%
iShares Morningstar Mid Core Index Fund	0.30	%
iShares Morningstar Mid Growth Index Fund	0.30	%
iShares Morningstar Mid Value Index Fund	0.30	%
iShares Morningstar Small Core Index Fund	0.30	%
iShares Morningstar Small Growth Index Fund	0.30	%
iShares Morningstar Small Value Index Fund	0.30	%
Approved September 15, 2004
iShares KLD Select Social Index Fund	0.50	%
iShares FTSE/Xinhua HK China 25 Index Fund**	0.74	%
Approved June 14, 2005
iShares MSCI EAFE Value Index Fund	0.40	%
iShares MSCI EAFE Growth Index Fund	0.40	%
iShares Russell Microcap Index Fund	0.60	%
Approved March 9, 2006
iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund	0.48	%
iShares Dow Jones U.S. Oil Equipment & Services Index Fund	0.48	%
iShares Dow Jones U.S. Pharmaceuticals Index Fund	0.48	%
iShares Dow Jones U.S. Health Care Providers Index Fund	0.48	%
iShares Dow Jones U.S. Medical Devices Index Fund	0.48	%
iShares Dow Jones U.S. Broker-Dealers Index Fund	0.48	%
iShares Dow Jones U.S. Insurance Index Fund	0.48	%
iShares Dow Jones U.S. Regional Banks Index Fund	0.48	%
iShares Dow Jones U.S. Aerospace & Defense Index Fund	0.48	%
iShares Dow Jones U.S. Home Construction Index Fund	0.48	%
iShares S&P Global Consumer Discretionary Index Fund*	0.48	%
iShares S&P Global Consumer Staples Index Fund*	0.48	%
iShares S&P Global Utilities Index Fund*	0.48	%
iShares S&P Global Industrials Index Fund*	0.48	%
iShares S&P Global Materials Index Fund*	0.48	%

* Fund has not yet been launched.

** Fund was originally approved with a 0.99% Investment Advisory fee on September 12, 2003.

*** Fee reduction approved on March 9, 2006.

Amended and Approved by the Board of Trustees of iShares Trust on March 9, 2006.

EX-99.(E.2)

Exhibit (e.2)

Distribution Agreement

Exhibit A

Index Series

Approved February 15, 2000

iShares Dow Jones U.S. Basic Materials Sector Index Fund

iShares Dow Jones U.S. Consumer Services Sector Index Fund

iShares Dow Jones U.S. Consumer Goods 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 Sector Index Fund

iShares Dow Jones U.S. Industrial Sector Index Fund

iShares Dow Jones U.S. Real Estate 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. Total Market Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

iShares Russell 1000 Index Fund

iShares Russell 1000 Growth Index Fund

iShares Russell 1000 Value Index Fund

iShares Russell 2000 Index Fund

iShares Russell 2000 Growth Index Fund

iShares Russell 2000 Value Index Fund

iShares Russell 3000 Index Fund

iShares Russell 3000 Growth Index Fund

iShares Russell 3000 Value Index Fund

iShares S&P 500 Index Fund

iShares S&P 500/BARRA Growth Index Fund

iShares S&P 500/BARRA Value Index Fund

iShares S&P Europe 350 Index Fund

iShares S&P MidCap 400 Index Fund

iShares S&P MidCap 400/BARRA Growth Index Fund

iShares S&P MidCap 400/BARRA Value Index Fund

iShares S&P SmallCap 600 Index Fund

iShares S&P SmallCap 600/BARRA Growth Index Fund

iShares S&P SmallCap 600/BARRA Value Index Fund

Approved July 21, 2000

iShares S&P 100 Index Fund

iShares S&P Global 100 Index Fund

Distribution Agreement

Exhibit A (continued)

Index Series

Approved November 15, 2000

iShares Cohen & Steers Realty Majors Index Fund

iShares Goldman Sachs Consumer Industries Index Fund*

iShares Goldman Sachs Cyclical Industries Index Fund*

iShares Goldman Sachs Financials Index Fund*

iShares Goldman Sachs Health Care Index Fund*

iShares Goldman Sachs Natural Resources Index Fund

iShares Goldman Sachs Technology Index Fund

iShares Goldman Sachs Utilities Index Fund*

iShares Nasdaq Biotechnology Index Fund

Approved February 21, 2001

iShares Goldman Sachs Networking Index Fund

iShares Goldman Sachs Semiconductor Index Fund

iShares Goldman Sachs Hardware Index Fund*

iShares Goldman Sachs Software Index Fund

Approved May 16, 2001

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 Health Care Sector Index Fund

iShares S&P Global Industrials Sector Index Fund*

iShares S&P Global Technology Sector Index Fund

iShares S&P Global Materials Sector Index Fund*

iShares S&P Global Telecommunications Services Sector Index Fund

iShares S&P Global Utilities Sector Index Fund*

iShares S&P Global 1200 Index Fund*

iShares S&P/TOPIX 150 Index Fund

iShares S&P Asia Pacific 100 Index Fund*

iShares S&P Latin America 40 Index Fund

iShares MSCI EAFE Index Fund

Approved July 12, 2001

iShares Russell Midcap Index Fund

iShares Russell Midcap Growth Index Fund

iShares Russell Midcap Value Index Fund

Approved August 15, 2001

iShares Lehman 1-3 Year Treasury Bond Fund

iShares Lehman 7-10 Year Treasury Bond Fund

iShares Lehman 20+ Year Treasury Bond Fund

iShares Lehman Treasury Bond Fund*

iShares Lehman Government/Credit Bond Fund*

Approved February 28, 2002

iShares GS $ InvesTop Bond Fund

Distribution Agreement

Exhibit A (continued)

Index Series

Approved August 20, 2002

iShares KLD Nasdaq Social Index Fund*

iShares S&P ADR International Index Fund*

Approved December 13, 2002

iShares U.S. Treasury Inflation Protected Securities Fund

iShares Lehman Aggregate Bond Fund

iShares Lehman Liquid Corporate Bond Fund*

iShares FTSE/Xinhua HK China 25 Index Fund

Approved September 12, 2003

iShares CSFB Callable Bond Index Fund*

iShares Dow Jones Select Dividend Index Fund

iShares Dow Jones Transportation Average Index Fund

Approved December 5, 2003

iShares Dow Jones U.S. Industrial Average Index Fund*

iShares NYSE 100 Index Fund

iShares NYSE Composite Index Fund

iShares S&P 1500 Index Fund

Approved March 16, 2004

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

Approved September 15, 2004

iShares KLD Select Social Index Fund

iShares FTSE/Xinhua HK China 25 Index Fund

Approved June 14, 2005

iShares MSCI EAFE Value Index Fund

iShares MSCI EAFE Growth Index Fund

iShares Russell Microcap Index Fund

Approved March 9, 2006

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. Health Care Providers Index Fund

iShares Dow Jones U.S. Medical Devices Index Fund

iShares Dow Jones U.S. Broker-Dealers Index Fund

iShares Dow Jones U.S. Insurance Index Fund

iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

iShares S&P Global Consumer Discretionary Index Fund*

iShares S&P Global Consumer Staples Index Fund*

iShares S&P Global Utilities Index Fund*

iShares S&P Global Industrials Index Fund*

iShares S&P Global Materials Index Fund*

* Fund has not yet been launched.

Amended and Approved by the Board of Trustees of iShares Trust on March 9, 2006.

EX-99.(G.2)

Exhibit (g.2)

Custodian Agreement

Appendix A

Index Series

Approved February 15, 2000

iShares Dow Jones U.S. Basic Materials Sector Index Fund

iShares Dow Jones U.S. Consumer Services Sector Index Fund

iShares Dow Jones U.S. Consumer Goods 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 Sector Index Fund

iShares Dow Jones U.S. Industrial Sector Index Fund

iShares Dow Jones U.S. Real Estate 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. Total Market Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

iShares Russell 1000 Index Fund

iShares Russell 1000 Growth Index Fund

iShares Russell 1000 Value Index Fund

iShares Russell 2000 Index Fund

iShares Russell 2000 Growth Index Fund

iShares Russell 2000 Value Index Fund

iShares Russell 3000 Index Fund

iShares Russell 3000 Growth Index Fund

iShares Russell 3000 Value Index Fund

iShares S&P 500 Index Fund

iShares S&P 500/BARRA Growth Index Fund

iShares S&P 500/BARRA Value Index Fund

iShares S&P Europe 350 Index Fund

iShares S&P MidCap 400 Index Fund

iShares S&P MidCap 400/BARRA Growth Index Fund

iShares S&P MidCap 400/BARRA Value Index Fund

iShares S&P SmallCap 600 Index Fund

iShares S&P SmallCap 600/BARRA Growth Index Fund

iShares S&P SmallCap 600/BARRA Value Index Fund

Approved July 21, 2000

iShares S&P 100 Index Fund

iShares S&P Global 100 Index Fund

Custodian Agreement

Appendix A (continued)

Index Series

Approved November 15, 2000

iShares Cohen & Steers Realty Majors Index Fund

iShares Goldman Sachs Consumer Industries Index Fund*

iShares Goldman Sachs Cyclical Industries Index Fund*

iShares Goldman Sachs Financials Index Fund*

iShares Goldman Sachs Health Care Index Fund*

iShares Goldman Sachs Natural Resources Index Fund

iShares Goldman Sachs Technology Index Fund

iShares Goldman Sachs Utilities Index Fund*

iShares Nasdaq Biotechnology Index Fund

Approved February 21, 2001

iShares Goldman Sachs Networking Index Fund

iShares Goldman Sachs Semiconductor Index Fund

iShares Goldman Sachs Hardware Index Fund*

iShares Goldman Sachs Software Index Fund

Approved May 16, 2001

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 Health Care Sector Index Fund

iShares S&P Global Industrials Sector Index Fund*

iShares S&P Global Technology Sector Index Fund

iShares S&P Global Materials Sector Index Fund*

iShares S&P Global Telecommunications Services Sector Index Fund

iShares S&P Global Utilities Sector Index Fund*

iShares S&P Global 1200 Index Fund*

iShares S&P/TOPIX 150 Index Fund

iShares S&P Asia Pacific 100 Index Fund*

iShares S&P Latin America 40 Index Fund

iShares MSCI EAFE Index Fund

Approved July 12, 2001

iShares Russell Midcap Index Fund

iShares Russell Midcap Growth Index Fund

iShares Russell Midcap Value Index Fund

Approved August 15, 2001

iShares Lehman 1-3 Year Treasury Bond Fund

iShares Lehman 7-10 Year Treasury Bond Fund

iShares Lehman 20+ Year Treasury Bond Fund

iShares Lehman Treasury Bond Fund*

iShares Lehman Government/Credit Bond Fund*

Approved February 28, 2002

iShares GS $ InvesTop Bond Fund

Custodian Agreement

Appendix A (continued)

Index Series

Approved August 20, 2002

iShares KLD Nasdaq Social Index Fund*

iShares S&P ADR International Index Fund*

Approved December 13, 2002

iShares U.S. Treasury Inflation Protected Securities Fund

iShares Lehman Aggregate Bond Fund

iShares Lehman Liquid Corporate Bond Fund*

iShares FTSE/Xinhua HK China 25 Index Fund

Approved September 12, 2003

iShares CSFB Callable Bond Index Fund*

iShares Dow Jones Select Dividend Index Fund

iShares Dow Jones Transportation Average Index Fund

Approved December 5, 2003

iShares Dow Jones U.S. Industrial Average Index Fund*

iShares NYSE 100 Index Fund

iShares NYSE Composite Index Fund

iShares S&P 1500 Index Fund

Approved March 16, 2004

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

Approved September 15, 2004

iShares KLD Select Social Index Fund

iShares FTSE/Xinhua HK China 25 Index Fund

Approved June 14, 2005

iShares MSCI EAFE Value Index Fund

iShares MSCI EAFE Growth Index Fund

iShares Russell Microcap Index Fund

Approved March 9, 2006

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. Health Care Providers Index Fund

iShares Dow Jones U.S. Medical Devices Index Fund

iShares Dow Jones U.S. Broker-Dealers Index Fund

iShares Dow Jones U.S. Insurance Index Fund

iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

iShares S&P Global Consumer Discretionary Index Fund*

iShares S&P Global Consumer Staples Index Fund*

iShares S&P Global Utilities Index Fund*

iShares S&P Global Industrials Index Fund*

iShares S&P Global Materials Index Fund*

* Fund has not yet been launched.

EX-99.(G.4)

Exhibit (g.4)

Securities Lending Agreement

Schedule A

Lenders

iShares, Inc.

iShares MSCI Austria Index Fund

iShares MSCI Australia Index Fund

iShares MSCI Belgium Index Fund

iShares MSCI Brazil Index Fund

iShares MSCI Canada Index Fund

iShares MSCI Emerging Markets 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 Italy Index Fund

iShares MSCI Japan Index Fund

iShares MSCI Malaysia Index Fund

iShares MSCI Mexico Index Fund

iShares MSCI Netherlands 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 United Kingdom Index Fund

iShares Trust

iShares Cohen & Steers Realty Majors Index Fund

iShares CSFB Callable Bond Index Fund*

iShares Dow Jones Select Dividend Index Fund

iShares Dow Jones Transportation Average 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 Services Sector Index Fund

iShares Dow Jones U.S. Consumer Goods 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 Composite Index Fund

iShares Dow Jones U.S. Health Care Providers Index Fund

iShares Dow Jones U.S. Healthcare Sector Index Fund

iShares Dow Jones U.S. Industrial Average Index Fund*

iShares Dow Jones U.S. Industrial Sector Index Fund

iShares Dow Jones U.S. Insurance 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. Medical Devices 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. Total Market Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

Securities Lending Agreement

Schedule A (continued)

Lenders

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

iShares FTSE/Xinhua HK China 25 Index Fund

iShares Goldman Sachs Consumer Industries Index Fund*

iShares Goldman Sachs Cyclical Industries Index Fund*

iShares Goldman Sachs Financials Index Fund*

iShares Goldman Sachs Hardware Index*

iShares Goldman Sachs Health Care Index Fund*

iShares Goldman Sachs Natural Resources Index Fund

iShares Goldman Sachs Networking Index

iShares Goldman Sachs Semiconductor Index

iShares Goldman Sachs Software Index

iShares Goldman Sachs Technology Index Fund

iShares Goldman Sachs Utilities Index Fund*

iShares GS $ InvesTop Bond Fund

iShares Lehman 1-3 Year Treasury Bond Fund

iShares Lehman 7-10 Year Treasury Bond Fund

iShares Lehman 20+ Year Treasury Bond Fund

iShares Lehman Government/Credit Bond Fund*

iShares Lehman Liquid Corporate Bond Fund*

iShares Lehman Treasury Bond Fund*

iShares U.S. Treasury Inflation Protected Securities Fund

iShares Lehman Aggregate Bond Fund

iShares MSCI EAFE Index Fund

iShares MSCI EAFE Value Index Fund

iShares MSCI EAFE Growth Index 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 Nasdaq Biotechnology Index Fund

iShares KLD Nasdaq Social Index Fund*

iShares KLD Select Social 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 Index Fund

iShares Russell Midcap Growth Index Fund

iShares Russell Midcap Value Index Fund

Securities Lending Agreement

Schedule A (continued)

Lenders

iShares S&P 100 Index Fund

iShares S&P 500 Index Fund

iShares S&P 500/BARRA Growth Index Fund

iShares S&P 500/BARRA Value Index Fund

iShares S&P 1500 Index Fund

iShares S&P ADR International Index Fund*

iShares S&P Asia Pacific 100 Index Fund*

iShares S&P Europe 350 Index Fund

iShares S&P Global 100 Index Fund

iShares S&P Global 1200 Index Fund*

iShares S&P Global Consumer Discretionary Index Fund*

iShares S&P Global Consumer Staples Index Fund*

iShares S&P Global Energy Index Fund

iShares S&P Global Financials Index Fund

iShares S&P Global Health Care Index Fund

iShares S&P Global Industrials Index Fund*

iShares S&P Global Utilities Index Fund*

iShares S&P Global Materials Index Fund*

iShares S&P Global Telecommunications Services Index Fund

iShares S&P Global Utilities Index Fund*

iShares S&P Latin America 40 Index Fund

iShares S&P MidCap 400 Index Fund

iShares S&P MidCap 400/BARRA Growth Index Fund

iShares S&P MidCap 400/BARRA Value Index Fund

iShares S&P SmallCap 600 Index Fund

iShares S&P SmallCap 600/BARRA Growth Index Fund

iShares S&P SmallCap 600/BARRA Value Index Fund

iShares S&P/TOPIX 150 Index Fund

* Fund has not yet been launched.

Amended and Approved by the Board of Trustees iShares Trust on March 9, 2006.

EX-99.(H.2)

Exhibit (h.2)

Administration Agreement

Appendix A

Index Series

Approved February 15, 2000

iShares Dow Jones U.S. Basic Materials Sector Index Fund

iShares Dow Jones U.S. Consumer Services Sector Index Fund

iShares Dow Jones U.S. Consumer Goods 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 Sector Index Fund

iShares Dow Jones U.S. Industrial Sector Index Fund

iShares Dow Jones U.S. Real Estate 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. Total Market Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

iShares Russell 1000 Index Fund

iShares Russell 1000 Growth Index Fund

iShares Russell 1000 Value Index Fund

iShares Russell 2000 Index Fund

iShares Russell 2000 Growth Index Fund

iShares Russell 2000 Value Index Fund

iShares Russell 3000 Index Fund

iShares Russell 3000 Growth Index Fund

iShares Russell 3000 Value Index Fund

iShares S&P 500 Index Fund

iShares S&P 500/BARRA Growth Index Fund

iShares S&P 500/BARRA Value Index Fund

iShares S&P Europe 350 Index Fund

iShares S&P MidCap 400 Index Fund

iShares S&P MidCap 400/BARRA Growth Index Fund

iShares S&P MidCap 400/BARRA Value Index Fund

iShares S&P SmallCap 600 Index Fund

iShares S&P SmallCap 600/BARRA Growth Index Fund

iShares S&P SmallCap 600/BARRA Value Index Fund

Approved July 21, 2000

iShares S&P 100 Index Fund

iShares S&P Global 100 Index Fund

Administration Agreement

Appendix A

Index Series

Approved November 15, 2000

iShares Cohen & Steers Realty Majors Index Fund

iShares Goldman Sachs Consumer Industries Index Fund*

iShares Goldman Sachs Cyclical Industries Index Fund*

iShares Goldman Sachs Financials Index Fund*

iShares Goldman Sachs Health Care Index Fund*

iShares Goldman Sachs Natural Resources Index Fund

iShares Goldman Sachs Technology Index Fund

iShares Goldman Sachs Utilities Index Fund*

iShares Nasdaq Biotechnology Index Fund

Approved February 21, 2001

iShares Goldman Sachs Networking Index Fund

iShares Goldman Sachs Semiconductor Index Fund

iShares Goldman Sachs Hardware Index Fund*

iShares Goldman Sachs Software Index Fund

Approved May 16, 2001

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 Health Care Sector Index Fund

iShares S&P Global Industrials Sector Index Fund*

iShares S&P Global Technology Sector Index Fund

iShares S&P Global Materials Sector Index Fund*

iShares S&P Global Telecommunications Services Sector Index Fund

iShares S&P Global Utilities Sector Index Fund*

iShares S&P Global 1200 Index Fund*

iShares S&P/TOPIX 150 Index Fund

iShares S&P Asia Pacific 100 Index Fund*

iShares S&P Latin America 40 Index Fund

iShares MSCI EAFE Index Fund

Approved July 12, 2001

iShares Russell Midcap Index Fund

iShares Russell Midcap Growth Index Fund

iShares Russell Midcap Value Index Fund

Approved August 15, 2001

iShares Lehman 1-3 Year Treasury Bond Fund

iShares Lehman 7-10 Year Treasury Bond Fund

iShares Lehman 20+ Year Treasury Bond Fund

iShares Lehman Treasury Bond Fund*

iShares Lehman Government/Credit Bond Fund*

Approved February 28, 2002

iShares GS $ InvesTop Bond Fund

Administration Agreement

Appendix A

Index Series

Approved August 20, 2002

iShares KLD Nasdaq Social Index Fund*

iShares S&P ADR International Index Fund*

Approved December 13, 2002

iShares U.S. Treasury Inflation Protected Securities Fund

iShares Lehman Aggregate Bond Fund

iShares Lehman Liquid Corporate Bond Fund*

iShares FTSE/Xinhua HK China 25 Index Fund

Approved September 12, 2003

iShares CSFB Callable Bond Index Fund*

iShares Dow Jones Select Dividend Index Fund

iShares Dow Jones Transportation Average Index Fund

Approved December 5, 2003

iShares Dow Jones U.S. Industrial Average Index Fund*

iShares NYSE 100 Index Fund

iShares NYSE Composite Index Fund

iShares S&P 1500 Index Fund

Approved March 16, 2004

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

Approved September 15, 2004

iShares KLD Select Social Index Fund

iShares FTSE/Xinhua HK China 25 Index Fund

Approved June 14, 2005

iShares MSCI EAFE Value Index Fund

iShares MSCI EAFE Growth Index Fund

iShares Russell Microcap Index Fund

Approved March 9, 2006

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. Health Care Providers Index Fund

iShares Dow Jones U.S. Medical Devices Index Fund

iShares Dow Jones U.S. Broker-Dealers Index Fund

iShares Dow Jones U.S. Insurance Index Fund

iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

iShares S&P Global Consumer Discretionary Index Fund*

iShares S&P Global Consumer Staples Index Fund*

iShares S&P Global Utilities Index Fund*

iShares S&P Global Industrials Index Fund*

iShares S&P Global Materials Index Fund*

* Fund has not yet been launched.

EX-99.(H.4)

Exhibit (h.4)

Transfer Agency and Service Agreement

Appendix A

Index Series

Approved February 15, 2000

iShares Dow Jones U.S. Basic Materials Sector Index Fund

iShares Dow Jones U.S. Consumer Services Sector Index Fund

iShares Dow Jones U.S. Consumer Goods 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 Sector Index Fund

iShares Dow Jones U.S. Industrial Sector Index Fund

iShares Dow Jones U.S. Real Estate 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. Total Market Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

iShares Russell 1000 Index Fund

iShares Russell 1000 Growth Index Fund

iShares Russell 1000 Value Index Fund

iShares Russell 2000 Index Fund

iShares Russell 2000 Growth Index Fund

iShares Russell 2000 Value Index Fund

iShares Russell 3000 Index Fund

iShares Russell 3000 Growth Index Fund

iShares Russell 3000 Value Index Fund

iShares S&P 500 Index Fund

iShares S&P 500/BARRA Growth Index Fund

iShares S&P 500/BARRA Value Index Fund

iShares S&P Europe 350 Index Fund

iShares S&P MidCap 400 Index Fund

iShares S&P MidCap 400/BARRA Growth Index Fund

iShares S&P MidCap 400/BARRA Value Index Fund

iShares S&P SmallCap 600 Index Fund

iShares S&P SmallCap 600/BARRA Growth Index Fund

iShares S&P SmallCap 600/BARRA Value Index Fund

Approved July 21, 2000

iShares S&P 100 Index Fund

iShares S&P Global 100 Index Fund

Transfer Agency and Service Agreement

Appendix A (continued)

Index Series

Approved November 15, 2000

iShares Cohen & Steers Realty Majors Index Fund

iShares Goldman Sachs Consumer Industries Index Fund*

iShares Goldman Sachs Cyclical Industries Index Fund*

iShares Goldman Sachs Financials Index Fund*

iShares Goldman Sachs Health Care Index Fund*

iShares Goldman Sachs Natural Resources Index Fund

iShares Goldman Sachs Technology Index Fund

iShares Goldman Sachs Utilities Index Fund*

iShares Nasdaq Biotechnology Index Fund

Approved February 21, 2001

iShares Goldman Sachs Networking Index Fund

iShares Goldman Sachs Semiconductor Index Fund

iShares Goldman Sachs Hardware Index Fund*

iShares Goldman Sachs Software Index Fund

Approved May 16, 2001

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 Health Care Sector Index Fund

iShares S&P Global Industrials Sector Index Fund*

iShares S&P Global Technology Sector Index Fund

iShares S&P Global Materials Sector Index Fund*

iShares S&P Global Telecommunications Services Sector Index Fund

iShares S&P Global Utilities Sector Index Fund*

iShares S&P Global 1200 Index Fund*

iShares S&P/TOPIX 150 Index Fund

iShares S&P Asia Pacific 100 Index Fund*

iShares S&P Latin America 40 Index Fund

iShares MSCI EAFE Index Fund

Approved July 12, 2001

iShares Russell Midcap Index Fund

iShares Russell Midcap Growth Index Fund

iShares Russell Midcap Value Index Fund

Approved August 15, 2001

iShares Lehman 1-3 Year Treasury Bond Fund

iShares Lehman 7-10 Year Treasury Bond Fund

iShares Lehman 20+ Year Treasury Bond Fund

iShares Lehman Treasury Bond Fund*

iShares Lehman Government/Credit Bond Fund*

Approved February 28, 2002

iShares GS $ InvesTop Bond Fund

Transfer Agency and Service Agreement

Appendix A (continued)

Index Series

Approved August 20, 2002

iShares KLD Nasdaq Social Index Fund*

iShares S&P ADR International Index Fund*

Approved December 13, 2002

iShares U.S. Treasury Inflation Protected Securities Fund

iShares Lehman Aggregate Bond Fund

iShares Lehman Liquid Corporate Bond Fund*

iShares FTSE/Xinhua HK China 25 Index Fund

Approved September 12, 2003

iShares CSFB Callable Bond Index Fund*

iShares Dow Jones Select Dividend Index Fund

iShares Dow Jones Transportation Average Index Fund

Approved December 5, 2003

iShares Dow Jones U.S. Industrial Average Index Fund*

iShares NYSE 100 Index Fund

iShares NYSE Composite Index Fund

iShares S&P 1500 Index Fund

Approved March 16, 2004

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

Approved September 15, 2004

iShares KLD Select Social Index Fund

Approved June 14, 2005

iShares MSCI EAFE Value Index Fund

iShares MSCI EAFE Growth Index Fund

iShares Russell Microcap Index Fund

Approved March 9, 2006

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. Health Care Providers Index Fund

iShares Dow Jones U.S. Medical Devices Index Fund

iShares Dow Jones U.S. Broker-Dealers Index Fund

iShares Dow Jones U.S. Insurance Index Fund

iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

iShares S&P Global Consumer Discretionary Index Fund*

iShares S&P Global Consumer Staples Index Fund*

iShares S&P Global Utilities Index Fund*

iShares S&P Global Industrials Index Fund*

iShares S&P Global Materials Index Fund*

* Fund has not yet been launched.

EX-99.(H.8)

Exhibit (h.8)

AMENDMENT TO SUBLICENSE AGREEMENT

This Amendment to the Sublicense Agreement dated April 25, 2000 (the “Agreement”) between Barclays Global Investors, N.A. (“BGI”), a national banking association, and iShares Trust (“iShares”), a statutory trust organized under the laws of the State of Delaware, is effective as of April 1, 2006.

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 License Agreement to be executed as of the date first set forth above.

BARCLAYS GLOBAL INVESTORS, N.A.
By:	/s/ Gregory Friedman
Name:	Gregory Friedman
Title:	Principal
By:	/s/ Michael Latham
Name:	Michael Latham
Title:	Managing Director
iSHARES TRUST
By:	/s/ Raman Suri
Name:	Raman Suri
Title:	Assistant Treasurer

Exhibit A

iShares Dow Jones U.S. Total Market Index Fund

iShares Dow Jones U.S. Basic Materials Sector Index Fund

iShares Dow Jones U.S. Consumer Cyclical Sector Index Fund

iShares Dow Jones U.S. Consumer Non-Cyclical 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. Healthcare Sector Index Fund

iShares Dow Jones U.S. Industrial Sector 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 Dow Jones U.S. Chemicals Index Fund

iShares Dow Jones U.S. Financial Services Composite Index Fund

iShares Dow Jones U.S. Internet Index Fund

iShares Dow Jones U.S. Real Estate Index Fund

iShares Dow Jones Transportation Average Index Fund

iShares Dow Jones Select Dividend 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. Health Care Providers Index Fund

iShares Dow Jones U.S. Medical Devices Index Fund

iShares Dow Jones U.S. Broker-Dealers Index Fund

iShares Dow Jones U.S. Insurance Index Fund

iShares Dow Jones U.S. Regional Banks Index Fund

iShares Dow Jones U.S. Aerospace & Defense Index Fund

iShares Dow Jones U.S. Home Construction Index Fund

EX-99.(I.1)

Exhibit (i.1)

1875 K Street, NW Washington, DC 20006   Tel: 202 303 1000 Fax: 202 303 2000

April 13, 2006

iShares Trust

c/o Barclays Global Fund Advisors

45 Fremont Street

San Francisco, CA 94105

Dear Ladies and Gentlemen:

You have requested us, as counsel to 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. Pharmaceutical Index Fund, iShares Dow Jones U.S. Health Care Providers Index Fund, iShares Dow Jones U.S. Medical Devices Index Fund, iShares Dow Jones U.S. Broker-Dealers Index Fund, iShares Dow Jones U.S. Insurance Index Fund, iShares Dow Jones U.S. Regional Banks Index Fund, iShares Dow Jones U.S. Aerospace & Defense Index Fund and iShares Dow Jones U.S. Home Construction Index Fund (each a “Fund” and together, the “Funds”), each a series of iShares Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware, to furnish you with this opinion in connection with the Trust’s filing of Post-Effective Amendment No. 42 (the “Amendment”) to its Registration Statement on Form N-1A (Securities Act File No. 333-92935 and Investment Company Act File No. 811-09729) (as amended, the “Registration Statement”).

We have examined copies of the Certificate of Trust, Trust Instrument and By-Laws of the Trust, as amended, the Funds’ prospectuses and statement of additional information (the “Statement of Additional Information”) included in its Registration Statement, all resolutions adopted by the Fund’s Board of Trustees (the “Board”) at its meetings held on November 15, 2005 and March 9, 2006, or certificates of the officers of the Trust with respect to such resolutions, resolutions of the sole shareholder of each Fund, consents of the Board and other records, documents and papers that we have deemed necessary for the purpose of this opinion. We have also examined such other statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed.

In our examination of the material, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied upon statements and certificates of officers and representatives of the Fund and others.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when and if duly sold, issued and paid for in accordance with the laws of applicable jurisdictions and the

NEW YORK WASHINGTON, DC PARIS LONDON MILAN ROME FRANKFURT BRUSSELS

April 7, 2006

Page 2

terms of the Trust Instrument, the By-Laws and the Registration Statements, will be validly issued, fully paid and nonassessable beneficial interests in the Fund assuming (i) that at the time of sale such Shares are sold in excess of the price established pursuant to the resolutions authorizing the issuance of such Shares; and (ii) that the resolutions of the Board authorizing the issuance of the Shares that are in effect on the date hereof have not been modified or withdrawn and are in full force and effect on the date of issuance.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the reference to us in the Statement of Additional Information and to the filing of this opinion as an exhibit to any application made by or on behalf of the Fund or any distributor or dealer in connection with the registration or qualification of the Fund or the Shares under the securities laws of any state or other jurisdiction.

We are members of the Bar of the State of New York only and do not opine as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States, and the opinions set forth above are, accordingly, limited to the laws of those jurisdictions. As to matters governed by the State of Delaware, we have relied solely upon the opinion of Richards, Layton & Finger, P.A., which is attached hereto, and our opinion is subject to the assumptions and limitations set forth therein.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

EX-99.(I.2)

Exhibit (i.2)

LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.

April 13, 2006

iShares Trust

c/o Barclays Global Fund Advisors

45 Fremont Street

San Francisco, CA 94105

Re: 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. Pharmaceutical Index Fund,

iShares Dow Jones U.S. Health Care Providers Index Fund,

iShares Dow Jones U.S. Medical Devices Index Fund,

iShares Dow Jones U.S. Broker-Dealers Index Fund,

iShares Dow Jones U.S. Insurance Index Fund,

iShares Dow Jones U.S. Regional Banks Index Fund,

iShares Dow Jones U.S. Aerospace & Defense Index Fund, and

iShares Dow Jones U.S. Home Construction 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 (the “Certificate of Trust”), as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 16, 1999;

(b) The Agreement and Declaration of Trust (the “Trust Instrument”), dated December 16, 1999, made by the trustee named therein;

(c) Post-Effective Amendment No. 42 (the “Amendment”), filed with the Securities and Exchange Commission on December 15, 2005, to the Trust’s Registration Statement on Form N-1A (File Nos. 333-92935 and 811-09729), filed with the Securities and Exchange Commission on December 16, 1999 (as amended by the Amendment, the “Registration Statement”);

iShares Trust

April 13, 2006

Page 2

(d) The Amended and Restated By-Laws of the Trust in effect on the date hereof as approved by the Board of Trustees of the Trust (the “Board”) on April 22, 2005;

(e) Copies of certain resolutions (the “Resolutions”) adopted by the Board at meetings held on November 15, 2005 and March 9, 2006, with respect to the creation of certain series of the Trust and the issuance of certain shares of beneficial interest in such series (each, a “Share,” and collectively, the “Shares”) in the Trust;

(f) A certificate of an Assistant Secretary of the Trust with respect to certain matters, dated April 6, 2006; and

(g) A Certificate of Good Standing for the Trust, dated April 13, 2006, 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 (g) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (g) 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 will constitute the entire agreement among the parties thereto with respect to the subject matter 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 will be 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

iShares Trust

April 13, 2006

Page 3

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. § 3801, et. seq.

2. The Shares of the Trust have been duly authorized and, when issued, will be validly issued, fully paid and, subject to Section 5.02 of the Trust Instrument, 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

EX-99.(J)

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-1A of the references to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

PricewaterhouseCoopers LLP

San Francisco, California

April 16, 2006

EX-99.(Q.1)

Exhibit (q.1)

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that Richard K. Lyons, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 21, 2006

/s/ Richard K. Lyons

Name: Richard K. Lyons

EX-99.(Q.2)

Exhibit (q.2)

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that Cecilia H. Herbert, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as her attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which she is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in her name and on her behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 22, 2006

/s/ Cecilia H. Herbert

Name: Cecilia H. Herbert

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that John E. Kerrigan, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 22, 2006

/s/ John E. Kerrigan

Name: John E. Kerrigan

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that John E. Martinez, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 22, 2006

/s/ John E. Martinez

Name: John E. Martinez

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that George G.C. Parker, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 22, 2006

/s/ George G. C. Parker

Name: George G.C. Parker

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that W. Allen Reed, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 22, 2006

/s/ W. Allen Reed

Name: W. Allen Reed

EX-99.(Q.3)

Exhibit (q.3)

POWER OF ATTORNEY

WITH RESPECT TO

iSHARES TRUST and iSHARES, INC.

Know all men by these presents that Charles A. Hurty, a Trustee of iShares Trust (the “Trust”) and a Director of iShares, Inc. (the “Company”) (together, the “Companies”), whose name and signature appears below, constitutes and appoints Lee T. Kranefuss, Michael Latham, Margery K. Neale, Joel H. Goldberg and Barry P. Barbash, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by the Companies of which he is now or is on the date of such filing a Trustee of the Trust or Director of the Company, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Companies to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

February 25, 2006

/s/ Charles A. Hurty

Name: Charles A. Hurty