Exhibit (h.3)
SERVICE MODULE
FOR
FUND ADMINISTRATION AND ACCOUNTING SERVICES
between
BGI RECIPIENTS
and
STATE STREET
BGI | State Street CONFIDENTIAL
This Fund Administration and Accounting Services Module (the "Fund
Administration and Accounting Services Module"), dated as of the 15th day
of May, 2008 (the "Fund Administration and Accounting Services Module
Effective Date"), is made and entered into by and between those BGI
Recipients listed in Schedule 3-A (the "BGI Recipients") and State Street
Bank and Trust Company ("State Street"). Each BGI Recipient (acting for
itself) and State Street are collectively referred to as the "Parties"
and individually as a "Party."
WHEREAS, each BGI Recipient desires to appoint State Street as its
administrator and accounting agent and State Street desires to accept
such appointment;
WHEREAS, each BGI Recipient is an open-end management investment
company registered under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHERAS, the BGI Recipients engage in the business of investing and
reinvesting the assets of each BGI Fund in the manner and in accordance
with the applicable investment objective, policies and restrictions
specified in each BGI Fund's currently effective prospectus and statement
of additional information (the "Registration Statement"), as amended from
time to time, filed under the 1940 Act; and
WHEREAS, copies of each BGI Recipient's Declaration of Trust or
other formation document ("Formation Document"), By-Laws, and the most
recent amendment to its Registration Statement have been furnished to
State Street.
NOW, THEREFORE, for and in consideration of the agreements set forth
below and intending to be legally bound, the Parties hereby agree as
follows:
1. BACKGROUND.
1.1 Purpose. This Fund Administration and Accounting Services Module is made
and entered into with reference to the following:
(a) The BGI Recipients and State Street entered into a Master Services
Agreement dated as of March 3, 2008 (the "Master Services
Agreement") via a Participation Agreement dated May 15, 2008, which
will form the basis for the Parties understanding with respect to
the terms and conditions applicable to this Fund Administration and
Accounting Services Module;
(b) Except as otherwise specified herein, this Fund Administration and
Accounting Services Module will incorporate the terms of the Master
Services Agreement.
(c) The Parties wish to enter into this Fund Administration and
Accounting Services Module under and pursuant to the Master Services
Agreement to cover the certain fund administration and accounting
services described in more detail in this Fund Administration and
Accounting Services Module, and the schedules hereto (the "Fund
Administration and Accounting Services").
1.2 Objectives. Each BGI Recipient and State Street agree that the purposes
and objectives of the Master Services Agreement apply to this Fund
Administration and Accounting Services Module, subject to the limitations
set forth therein.
Fund Administration and
Accounting Service Module 1 BGI | State Street CONFIDENTIAL
2. OVERVIEW AND STRUCTURE.
2.1 Overview. Subject to the terms and conditions of the Master Services
Agreement and this Fund Administration and Accounting Services Module, as
of the Fund Administration and Accounting Services Module Effective Date,
State Street shall provide the Fund Administration and Accounting
Services described in this Fund Administration and Accounting Services
Module to each BGI Recipient. This Fund Administration and Accounting
Services Module shall include the following Schedules:
Schedule 3-A List of BGI Recipients
Schedule 3-B Service Levels
Schedule 3-C KPIs
Schedule 3-D Fee Schedule
3. DEFINITIONS.
Unless otherwise defined in this Fund Administration and Accounting
Services Module, defined terms used in this Fund Administration and
Accounting Services Module and the Schedules hereto and the Appendices
thereto, have the meanings set forth in the Master Services Agreement.
4. INITIAL TERM
The Initial Term of this Fund Administration and Accounting Services
Module shall commence on the Fund Administration and Accounting Services
Module Effective Date and shall continue until May 15, 2014, unless
terminated earlier or extended in accordance with the terms of this Fund
Administration and Accounting Services Module or the Master Services
Agreement. This Fund Administration and Accounting Services Module shall
automatically terminate upon the termination of: (a) the Master Services
Agreement: or (b) the iGroup Module.
5. STATE STREET RESPONSIBILITIES
5.1 Fund Administration and Accounting Services.
(a) Each BGI Recipient is engaging State Street to provide the Fund
Administration and Accounting Services specified in Schedules 3-B
and 3-C to this Fund Administration and Accounting Services Module
with respect to such BGI Recipient subject to the terms and
conditions of this Fund Administration and Accounting Services
Module. State Street agrees to act as such upon the terms and
conditions hereinafter set forth.
(b) State Street agrees to provide the Fund Administration and
Accounting Services, as described in Schedules 3-B and 3-C to this
Fund Administration and Accounting Services Module, as such Schedule
may be amended from time to time by the consent of the Parties, in
connection with the operations of such BGI Recipient and its BGI
Funds.
(c) In performing the Fund Administration and Accounting Services
hereunder, State Street shall at all times act in conformity with
and informed by: (i) the BGI Recipients' Formation Document and
By-Laws, as the same may be amended from time to time; (ii) the
investment objectives, policies, restrictions and other practices
set forth in the BGI
Fund Administration and
Accounting Service Module 2 BGI | State Street CONFIDENTIAL
Recipients' Registration Statements, as the same may be amended from
time to time; and (iii) all applicable requirements of the State
Street Laws and State Street Known Laws.
5.2 Books and Records. In addition to the provisions of Section 12.5 in the
Master Services Agreement, State Street agrees that all records prepared
and maintained by State Street relating to the Fund Administration and
Accounting Services will be preserved, maintained and made available in
accordance with all applicable State Street Laws and State Street Known
Laws, which will be deemed to include Section 31 of the 1940 Act and the
rules thereunder. Any records required to be maintained by Rule 31a-1
under the 1940 Act will be preserved for the periods and maintained in a
manner prescribed under such rules. All records maintained by State
Street in connection with the performance of its duties under this Fund
Administration and Accounting Services Module will remain the property of
the BGI Recipient. Each BGI Recipient and its authorized representatives
shall have reasonable access to its records relating to the services to
be performed under this Fund Administration and Accounting Services
Module at all times during State Street's normal business hours. Upon the
reasonable request of a BGI Recipient, copies of any such records shall
be provided promptly by State Street to the BGI Recipient or its
authorized representatives. In the event of a permitted termination or
expiration of this Fund Administration and Accounting Services Module,
all records will be delivered to the BGI Recipient as of the date of
termination or expiration or at such other time as may be mutually agreed
upon by the Parties.
5.3 Written Procedures. Written procedures applicable to the Fund
Administration and Accounting Services to be performed hereunder may be
established from time to time by mutual agreement of the Parties.
5.4 Security Valuations. In determining security valuations, State Street
will utilize one or more Third-Party Providers or Authorized Data Sources
designated by a BGI Recipient to determine valuations of such BGI
Recipient's securities for purposes of calculating net asset values of
such BGI Recipient. Such BGI Recipient shall identify to State Street the
Third-Party Providers or Authorized Data Sources to be utilized on such
BGI Recipient's behalf. State Street shall price the securities and other
holdings of such BGI Recipient and calculate applicable net asset values
in accordance with the Service Level Schedule.
6. SERVICE LEVELS
Schedules 3-B and C set forth the Service Levels and Key Performance
Indicators applicable to the Fund Administration and Accounting Services
under this Fund Administration and Accounting Services Module. State
Street will perform the Fund Administration and Accounting Services under
this Fund Administration and Accounting Services Module in accordance
with such Service Levels and Key Performance Indicators and Section 3 of
the Master Services Agreement.
7. FEES.
Each BGI Recipient, on behalf of its BGI Funds, will pay State Street the
fees set forth in Schedule 3-D (Fee Schedule) hereto for the Fund
Administration and Accounting Services provided by State Street under
this Fund Administration and Accounting Services Module.
Fund Administration and
Accounting Service Module 3 BGI | State Street CONFIDENTIAL
8. REPRESENTATIONS.
8.1 Generally. Neither State Street nor any of its employees or agents is
authorized to make any representation concerning the shares of a BGI
Recipient, or its BGI Funds without prior written consent, except those
contained in the then-current Registration Statement or applicable
prospectuses and statements of additional information. State Street shall
have no authority under this Fund Administration and Accounting Services
Module to act as agent for a BGI Recipient, or its BGI Funds or for the
BGI Recipient, except where necessary to perform specific Fund
Administration and Account Services under this Fund Administration and
Accounting Services Module.
8.2 Representations and Warranties of State Street. State Street represents
and warrants to each BGI Recipient that State Street has adopted written
policies and procedures that are reasonably designed to prevent violation
of the "Federal Securities Laws," as such term is defined in Rule 38a-1
under the 1940 Act, with respect to the Fund Administration and
Accounting Services to be provided to such BGI Recipient under this Fund
Administration and Accounting Services Module.
9. ADDITIONAL FUNDS.
If a BGI Recipient establishes one or more series or classes of shares in
addition to the series listed on Schedule 3-A hereto with respect to
which it desires to have State Street render services as administrator
and accounting agent under the terms hereof, it shall so notify State
Street in writing and if State Street agrees in writing to provide such
services (which agreement will not be unreasonably withheld), such series
of shares shall become a Fund hereunder, and Schedule 3-A shall be
appropriately amended.
10. MISCELLANEOUS
10.1 Notices. Any formal notice, consent, approval, acceptance, agreement or
other communication given pursuant to this Service Module will be in
writing and will be effective either when delivered personally to the
Party for whom intended, facsimile (with confirmation of delivery), or
overnight delivery services (with confirmation of delivery) (unless
delivered after normal business hours, in which case it will be deemed
the next Business Day), addressed to such Parties as specified below. A
Party may designate a different address by notice to the other Party
given in accordance herewith.
For a BGI Recipient: [BGI Recipient]
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Operating Officer,
Mutual Funds ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With Copy To: Barclays Global Investors, N.A.
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Global General Counsel
Fund Administration and
Accounting Service Module 4 BGI | State Street CONFIDENTIAL
For State Street: State Street Bank and Trust Company
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
With Copy To: State Street Bank and Trust Company
US IS Mutual Funds Legal Division
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Senior Managing Counsel,
Legal Department
10.2 Survival. Notwithstanding anything to the contrary in this Fund
Administration and Accounting Services Module, each Party's obligations
under Sections 5.2 and 8 hereof shall continue and remain in full force
and effect after the termination of this Fund Administration and
Accounting Services Module. In addition, Sections 1, 2, 3, and 5 through
10 will continue and remain in full force and effect during the period
during which State Street is required to provide Disengagement Assistance
with respect to the Services hereunder after termination or expiration of
this Service Module.
10.3 Single Agreement. This Fund Administration and Accounting Services Module
(including any exhibits, appendices and schedules hereto), the iGroup
Module, the License Agreements and the Master Services Agreement
constitute the entire agreement between State Street, BGI (to the extent
license agreements are with BGI), and each BGI Recipient as to the
subject matter hereof and supersedes any and all agreements,
representations and warranties, written or oral, regarding such subject
matter made prior to the time at which this Fund Administration and
Accounting Services Module has been executed and delivered between State
Street and BGI or such BGI Recipient.
[Signature Page Follows]
Fund Administration and
Accounting Service Module 5 BGI | State Street CONFIDENTIAL
IN WITNESS WHEREOF, the parties hereto have caused this Fund
Administration and Accounting Services Module to be executed by their
respective officers thereunto duly authorized as of the day and year
first written above.
iShares, Inc., on behalf of each STATE STREET BANK AND TRUST COMPANY
of its series listed on Schedule 3-A
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Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President and Chief Operating
Officer
iShares Trust, on behalf of each of
its series listed on Schedule 3-A.
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Name:
Title:
Fund Administration and
Accounting Service Module BGI | State Street CONFIDENTIAL