Exhibit (a)(2)
BARCLAYS GLOBAL INVESTORS FUNDS
Amendment No 2
to the
Amended and Restated Agreement and Declaration of Trust
THIS AMENDMENT NO. 2, dated as of November 13, 2009, to the Amended and
Restated Agreement and Declaration of Trust, dated November 17, 2006 (the
"Declaration of Trust"), of Barclays Global Investors Funds (the "Trust"), is
made by each of the undersigned trustees (the "Trustees"). Capitalized terms
used herein and not otherwise defined have their meanings ascribed in the
Declaration of Trust.
WHEREAS, the Trustees desire to amend the Declaration of Trust as set forth
below.
NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:
1. Amendment of Section 10.02(d)
Section 10.02(d) of the Declaration of Trust is hereby deleted and replaced with
the following:
(d) To the maximum extent permitted by applicable law, expenses in
connection with the preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of
this Section 10.02 may be paid by the Trust or Series from time to time
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be repaid by such
Covered Person to the Trust or Series if it ultimately is determined that
he or she is not entitled to indemnification under this Section 10.02;
provided, however, that either (i) such Covered Person shall have provided
a surety bond or some other appropriate security for such undertaking; (ii)
the Trust or Series thereof is insured against losses arising out of any
such advance payments, or (iii) either a majority of the Trustees who are
neither Interested Persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall have determined,
based upon a review of readily-available facts (as opposed to a trial-type
inquiry or full investigation), that there is a reason to believe that such
Covered Person will be entitled to indemnification under this Section
10.02. In connection with any determination pursuant to clause (iii) of the
preceding sentence, any Covered Person who is a Trustee and is not an
Interested Person of the Trust and any Covered Person who has been a
Trustee and at such time was not an Interested Person of the Trust shall be
entitled to a rebuttable presumption that he or she has not engaged in
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his or her office.
2. Other Provisions of the Declaration of Trust not Changed
Except as amended by Section 1 of this Amendment, all provisions of the
Declaration of Trust remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned Trustees has hereunto set his
or her hand as of the day and year first above written.
/s/ Xxxx X. X. Xxxxxxxxx /s/ A. Xxxx Xxxxx
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Xxxx X. X. Xxxxxxxxx A. Xxxx Xxxxx
/s/ Xxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxx X. Xxxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxx-Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx-Xxxxxx
/s/ Xxx Xxxxx /s/ H. Xxxxxxx Xxxxxxxx
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Xxx Xxxxx H. Xxxxxxx Xxxxxxxx
