Exhibit (h)(9)
BARCLAYS GLOBAL INVESTORS FUNDS
This MASTER ADMINISTRATION FEE WAIVER AGREEMENT (this "Agreement") is made
effective as of the 1st day of September, 2006, by and between Barclays Global
Investors, N.A. (the "Administrator") and Barclays Global Investors Funds (the
"Trust"), on behalf of each of its series from time to time set forth in
Schedule A attached hereto (each, a "Fund").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management company, and is
organized as a statutory trust under the laws of the State of Delaware, and
each Fund is a series of the Trust;
WHEREAS, the Administrator and the Trust, on behalf of each Fund, are
parties to an Administration Agreement (the "Administration Agreement"),
pursuant to which the Administrator provides administration services, for each
Fund, including assuming certain expenses, in consideration of compensation
based on the value of the average daily net assets of such Fund (the
"Administration Fee"); and
WHEREAS, the Administrator has voluntarily determined that it is
appropriate and in the best interests of the Funds (or certain classes of such
Funds) and the shareholders of such Funds (or classes thereof) to waive a part
of the Administration Fee with respect to each such Fund or class as set forth
in Schedule A attached hereto (the "Fee Waiver"). The Trust, on behalf of each
such Fund, and the Administrator, therefore, have entered into this Agreement
in order to effect the Fee Waiver for each such Fund (or class) at the level
specified in Schedule A attached hereto on the terms and conditions set forth
in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Contractual Fee Waiver. During the Term (as defined in Section 3 below), the
Administrator shall waive a portion of its Administration Fee with respect to
each Fund (or class thereof) as set forth in Schedule A attached hereto.
2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude
the Administrator from either voluntarily waiving administration fees it is
entitled to from any series of the Trust (or any class of such series) or
voluntarily reimbursing expenses of any series of the Trust (or any class of
such series), including the Funds (and the classes) set forth in Schedule A, as
the Administrator in its discretion deems reasonable or appropriate. Any such
voluntary waiver or voluntary expense reimbursement may be modified or
terminated by the Administrator at any time in its sole and absolute discretion
without the approval of the Trust's Board of Trustees.
3. Term; Termination.
3.1 Term. The term ("Term") of the Fee Waiver with respect to a Fund (or
class thereof) shall begin on the date hereof (or the date on which a
Fund (or class
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thereof) is added to Schedule A, if later) and end after the close of
business on April 30th of the immediately succeeding calendar year
(or such other date specified on Schedule A or as agreed to in
writing between the Administrator and the Trust with respect to a
Fund) unless the Fee Waiver is earlier terminated in accordance with
Section 3.2. The Term of the Fee Waiver with respect to a Fund (or
class thereof) may be continued from year to year thereafter provided
that each such continuance is specifically approved by the
Administrator and the Trust with respect to such Fund (or class
thereof). Neither the Administrator nor the Trust shall be obligated
to extend the Fee Waiver with respect to any Fund (or class thereof).
3.2 Termination. The Fee Waiver with respect to a Fund (or class thereof)
shall terminate upon:
(i) the close of business of the first April 30th after the
failure of such Fee Waiver to be continued in accordance
with Section 3.1 or such other date specified on Schedule
A;
(ii) the termination of such Fund's Administration Agreement,
unless otherwise agreed by the Administrator and the Trust;
(iii) a reduction in the rate at which the Administrator is
compensated with respect to the Fund (or class thereof)
under the Administration Agreement, unless otherwise
agreed by the Administrator; or
(iv) a writing duly executed by the Administrator and the Trust
with respect to such Fund (or class thereof) terminating
the Fee Waiver.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust to take any action contrary to the Trust's Declaration of
Trust or Bylaws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of its
responsibility for and control of the conduct of the affairs of the
Trust.
4.3 Limitation of Liability. The obligations and expenses incurred,
contracted for or otherwise existing with respect to a Fund shall be
enforced against the assets of such Fund or applicable class thereof
and not against the assets of any other class or any other Fund or
series of the Trust. It is understood and expressly stipulated that
neither the shareholders of a Fund nor the Trustees of the Trust
shall be personally liable hereunder.
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4.4 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the computations of
average daily net assets or of any Administration Fee, and the
allocation of expenses, having a counterpart in or otherwise derived
from the terms and provisions of any Administration Agreement or the
1940 Act, shall have the same meaning as and be resolved by reference
to such Administration Agreement or the 1940 Act and to
interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such Court, by rules,
regulations or orders of the Securities and Exchange Commission
("SEC") issued pursuant to the 1940 Act. In addition, if the effect
of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, that
provision will be deemed to incorporate the effect of that rule,
regulation or order. Otherwise the provisions of this Agreement will
be interpreted in accordance with the substantive laws of the State
of California.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the day and year first above written.
BARCLAYS GLOBAL INVESTORS FUNDS
on behalf of each FUND
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Title: Principal Financial Officer,
Secretary and Treasurer
BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/ Xxx Xxxxxxxxx
-----------------------------
Xxx X. Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Title: Managing Director
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BARCLAYS GLOBAL INVESTORS FUNDS
MASTER ADMINISTRATION FEE WAIVER AGREEMENT
SCHEDULE A
List of Funds
(all percentages are expressed as a percentage of average daily net assets)
Contractual Administration Net Administration
Fund Class Administration Fee Fee Waiver Fee After Waiver
---- ------ ------------------ -------------- ------------------
Institutional Money Market Fund Select 0.15% 0.02% 0.13%
Prime Money Market Fund Select 0.15% 0.02% 0.13%
Government Money Market Fund Select 0.15% 0.02% 0.13%
Treasury Money Market Fund Select 0.15% 0.02% 0.13%
Term: Notwithstanding Sections 3.1 or 3.2 of this Agreement, the term of
the waiver for the Select Share Class of the Money Market Funds listed above
ends at the close of business on April 30, 2008.
Approved by the Board of Trustees of Barclays Global Investors Funds on
August 29, 2006
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