Barclays Global Investors 400 Howard Street San Francisco, CA 94105 1-800-iShares (1-800-474 -2737) www.iShares.com August 11, 2008 iShares Trust 400 Howard Street San Francisco, California 94105 Fee Waiver Agreement Ladies and Gentlemen: Reference is...

                                                                   Exhibit (d.4)

                                                 [LOGO] iShares(R)

                                                 Barclays Global Investors
                                                 000 Xxxxxx Xxxxxx
                                                 Xxx Xxxxxxxxx, XX 00000
                                                 1-800-iShares (0-000-000 -2737)
                                                 xxx.xXxxxxx.xxx

August 11, 2008

iShares Trust
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

Fee Waiver Agreement

Ladies and Gentlemen:

Reference is made to the investment advisory agreement by and between Barclays
Global Fund Advisors ("BGFA") and iShares Trust (the "Advisory Agreement"),
pursuant to which BGFA provides investment advisory services to, and receives
compensation for such services from, the iShares MSCI All Country Asia ex Japan
Index Fund (the "Fund"), a series of iShares Trust, at the rates set forth in
the Advisory Agreement (each, an "Advisory Fee").

The Fund may make certain investments in other series of iShares Trust and
iShares, Inc. in accordance with the investment policies disclosed in its
prospectus, and may, thereby, bear indirectly certain "Acquired Fund Fees and
Expenses" as defined by the SEC in the instructions to Form N-1A. BGFA hereby
agrees to waive a portion of the Advisory Fee it is entitled to receive from the
Fund, in an amount equal to the Acquired Fund Fees and Expenses the Fund incurs
through its investment in other series of iShares Trust and iShares, Inc.

This agreement is not part of the Advisory Agreement and is not subject to
amendment, continuation, and termination provisions of the Advisory Agreement.

This agreement is effective as of August 11, 2008 and shall remain in effect
until November 30, 2009, unless earlier terminated by the written agreement of
iShares Trust and BGFA.

Sincerely,

BARCLAYS GLOBAL FUND ADVISORS


By:    /s/ Xxxxx Xxxx
       ------------------------------
Name:  Xxxxx Xxxx
Title: Managing Director


By:    /s/ Xxxxxx X. Xxxxxxxxxx
       ------------------------------
Name:  Xxxxxx X. Xxxxxxxxxx
Title: Principal

Associate of Barclays Global Investors Services (BGIS). Certain funds are
distributed by SEI Investments Distribution Co. (SEI). Securities are marketed
by BGIS, a subsidiary of Barclays Global Investors, N.A., neither of which is
affiliated with SEI.