Exhibit (g)
SERVICE MODULE
FOR
CUSTODIAL SERVICES
between
BGI RECIPIENTS
and
STATE STREET
BGI | State Street CONFIDENTIAL
This Service Module for Custodial Services (the "Service Module"),
dated as of the 15th day of May, 2008 (the "Service Module Effective
Date"), is made and entered into by and between the BGI Recipients listed
in Schedule 2-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 is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), on behalf of the individual portfolios listed on Schedule
2-A hereto ("Portfolio"), as such Schedule may be amended from time to
time, desires to place and maintain all of the Portfolios' portfolio
securities and other assets including cash in the custody of State
Street;
WHEREAS, State Street has indicated its willingness to so act, subject to
the terms and conditions of this Service Module;
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 Service 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 Service Module;
(b) Except as otherwise specified herein, this Service Module will
incorporate the terms of the Master Services Agreement.
(c) The Parties wish to enter into this Service Module under and
pursuant to the Master Services Agreement to cover the certain
custodial services described in more detail in this Service Module,
and the schedules hereto (the "Custodial Services").
1.2 Objectives. Each BGI Recipient and State Street agree that the purposes
and objectives of the Master Services Agreement apply to this Service
Module, subject to the limitations set forth therein.
2. OVERVIEW AND STRUCTURE.
2.1 Overview. Subject to the terms and conditions of the Master Services
Agreement and this Service Module, as of the Service Module Effective
Date, State Street will provide the Custodial Services described in this
Service Module, and the schedules hereto to each BGI Recipient. This
Service Module will include the following Schedules:
Schedule 2-A List of BGI Recipients
Schedule 2-B Service Levels
Schedule 2-C KPIs
Schedule 2-D Fee Schedule
Schedule 2-E Eligible Foreign Jurisdictions
Custodial Services Service Module 1 BGI | State Street CONFIDENTIAL
3. DEFINITIONS.
3.1 Generally. Defined terms used in this Service Module and the Schedules
hereto and the Appendices thereto, have the meanings set forth in the
Master Services Agreement, unless otherwise defined in this Service
Module.
3.2 Defined Terms. Whenever used herein, the terms listed below will have the
following, meaning:
(a) "Authorized Person" will mean any of the persons duly authorized to
give Proper Instructions or otherwise act on behalf of any single
BGI Recipient and its Portfolios set forth in a certificate as
required by Section 7 hereof.
(b) "Board" will mean a BGI Recipient's Board of Trustees, as
applicable.
(c) "Depository" will include (i) The Depository Trust Company ("DTC"),
and (ii) and any other clearing agency or securities depository
registered with the Securities and Exchange Commission ("SEC") under
Section 17A of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and the respective successor(s) and nominee(s) of
the foregoing. The term "Depository" will further mean and include
any other person authorized to act as a depository under the 1940
Act, its successor(s) and its nominee(s), specifically identified in
a certified copy of a resolution of the Board.
(d) "DTC" will have the meaning given in Section 3.2(c) above.
(e) "Eligible Foreign Custodian" will have the meaning set forth in
section (a)(1) of Rule 17f-5 under the 1940 Act, including a bank
holding company meeting the requirements of an Eligible Foreign
Custodian (as set forth in Rule 17f-5 or by other appropriate action
of the SEC, or a foreign branch of a bank (as defined in Section
2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian
under Section 17(f) of the 1940 Act; the term does not include any
Eligible Securities Depository act, acting in such capacity.
(f) "Eligible Securities Depository" will have the meaning set forth in
section (b)(1) of Rule 17f-7.
(g) "Foreign Assets" will mean any of the Portfolios' investments
(including foreign currencies) for which the primary market is
outside the United States and such cash and cash equivalents as are
reasonably necessary to effect the Portfolios' transactions in such
investments.
(h) "Foreign Custody Manager" will have the meaning set forth in Rule
17f-5(a)(3).
(i) "Foreign Depository" will include: (i) Euroclear; (ii) Clearstream
Banking societe anonyme; (iii) each Eligible Securities Depository
as defined in Rule 17f-7 under the 1940 Act, identified to a BGI
Recipient from time to time; and (iv) the respective successors and
nominees of the foregoing.
(j) "Foreign Portfolio Security" will mean any Portfolio Security that
is a Foreign Asset.
(k) "Foreign Securities System" will mean an Eligible Securities
Depository.
Custodial Services Service Module 2 BGI | State Street CONFIDENTIAL
(l) "Officer's Certificate" will mean, unless otherwise indicated, any
request, direction, instruction, or certification in writing signed
by an Authorized Person of a BGI Recipient.
(m) "Portfolio Security" will mean any Security owned by a Portfolio of
a BGI Recipient
(n) "Security" will have the same meaning as when such term is used in
the 1933 Act including, without limitation, any note, stock,
treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit sharing
agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option, or privilege on any
security, certificate of deposit, or group or index of securities
(including any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a
national securities exchange relating to a foreign currency, or, in
general, any interest or instrument commonly known as a "security",
or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to, or option contract to purchase or sell any of
the foregoing, and futures, forward contracts and options thereon.
4. TERM.
The term of this Service Module will commence on the Service Module
Effective Date and will continue until May 15, 2014, unless terminated
earlier or extended in accordance with the terms of this Service Module
or the Master Services Agreement. This Agreement shall terminate upon the
termination of: (a) the Master Services Agreement; or (b) the iGroup
Module.
5. TERMS OF APPOINTMENT.
5.1 State Street Appointed as Custodian. Each BGI Recipient hereby appoints
State Street as a custodian of such BGI Recipient's portfolio securities
and cash delivered to State Street as hereinafter described, and State
Street agrees to act as such upon the terms and conditions hereinafter
set forth. For the services rendered pursuant to this Service Module, the
BGI Recipient agrees to pay to State Street fees as may be agreed to from
time to time in writing between the Parties. As custodian, State Street
shall have general responsibility for the safekeeping of all securities,
cash and other property of each Portfolio that are received by State
Street. Except as otherwise provided herein, State Street will receive
and hold pursuant to the terms hereof, in a separate account or accounts
and physically segregated (solely with respect to physical assets and
only to the extent reasonably practicable) at all times from those of
other persons, any and all property which may be received by it for the
account of any Portfolio. All such property will be held or disposed of
by State Street only upon receipt of Proper Instructions (which may be
standing instructions).
5.2 Use of Depositories. State Street may deposit and/or maintain securities
owned by a Portfolio in a Depository in compliance with the conditions of
Rule 17f-4 under the 1940 Act.
Custodial Services Service Module 3 BGI | State Street CONFIDENTIAL
6. SERVICE LEVELS.
Schedule 2-B and C set forth the Service Levels and Key Performance
Indicators applicable to the Services under this Service Module. State
Street will perform the Services under this Service Module in accordance
with such Service Levels and Key Performance Indicators and Section 3 of
the Master Services Agreement.
7. SEGREGATION AND REGISTRATION.
7.1 State Street will upon receipt of Proper Instructions on behalf of each
applicable Portfolio establish and maintain a segregated account or
accounts for and on behalf of each such Portfolio, into which account or
accounts may be transferred cash and/or securities, including securities
maintained in an account by State Street: (a) in accordance with the
provisions of any agreement among the applicable BGI Recipient on behalf
of a Portfolio, State Street and a broker-dealer registered under the
Exchange Act and a member of FINRA (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance with
the rules of The Options Clearing Corporation and of any registered
national securities exchange (or the CFTC or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio; (b) for purposes of segregating U.S. cash, U.S. Government
securities, or other U.S. securities in connection with swaps or other
transactions by a Portfolio related to an ISDA Master Agreement; (c) for
purposes of segregating U.S. cash or U.S. Government securities in
connection with options purchased, sold or written by the Portfolio or
commodity futures contracts or options thereon purchased or sold by the
Portfolio; (d) for the purposes of compliance by the Portfolio with the
procedures required by 1940 Act Release No. 10666, or any subsequent
release of the SEC, or interpretative opinion of the staff of the SEC,
relating to the maintenance of segregated accounts by registered
investment companies; and (e) for any other purpose upon receipt of
Proper Instructions from the applicable BGI Recipient on behalf of the
applicable Portfolio.
7.2 Domestic securities held by State Street (other than bearer securities)
will be registered in the name of the Portfolio or in the name of any
nominee of the applicable BGI Recipient on behalf of the applicable
Portfolio or of any nominee of State Street which nominee will be
assigned exclusively to a Portfolio, unless such BGI Recipient has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
advisor as the Portfolio, or in the name or nominee name of any agent or
in the name or nominee name of any sub-State Street that is properly
appointed. All securities accepted by State Street on behalf of the
Portfolio under the terms of this Service Module will be in "street name"
or other good delivery form.
8. REDEMPTIONS.
In the case of payment of assets of a Portfolio held by State Street in
connection with redemptions and repurchases by the Portfolio of
outstanding shares, State Street will rely on notification by a BGI
Recipient's transfer agent of receipt of a request for redemption before
such payment is made. Payment will be made in accordance with the
declaration of BGI Recipient and by-laws of such BGI Recipient, from
assets available for said purpose.
9. MAINTENANCE OF RECORDS.
9.1 State Street will create and maintain all records relating to its
Services and obligations under this Service Module in such manner as will
meet the obligations of each Portfolio under the State
Custodial Services Service Module 4 BGI | Xxxxx Xxxxxx XXXXXXXXXXXX
Xxxxxx Laws and State Street Known Laws, which will be deemed to include
1940 Act, with particular attention to Section 31 thereof and Rules 31a-1
and 31a-2 thereunder. All such records will be the property of the
applicable BGI Recipient and will at all times during the regular
business hours of State Street be open for inspection by duly authorized
officers, employees or agents of such Portfolios and employees and agents
of the SEC. State Street will, at a BGI Recipient's request, supply such
BGI Recipient with a tabulation of securities owned by each Portfolio and
held by State Street and will, when requested to do so by such BGI
Recipient, include certificate numbers in such tabulations.
9.2 State Street will furnish each BGI Recipient with such daily information
regarding the cash and securities positions and activity of its
Portfolios as State Street and such BGI Recipient will from time to time
agree.
9.3 State Street will provide each BGI Recipient, on behalf of its
Portfolios, at such times as such BGI Recipient may reasonably require,
with reports by independent public accountants on the accounting system,
internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including securities
deposited and/or maintained in a U.S. Securities System or a Foreign
Securities System, relating to the services provided by State Street
under this Service Module; such reports, will be of sufficient scope and
in sufficient detail, as may reasonably be required by such BGI Recipient
to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies,
the reports will so state.
9.4 State Street will assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial
matters of like nature.
10. REPORTS.
State Street will provide each BGI Recipient with a 38a-1 certificate on
a quarterly basis, and a 38a-1 auditor's report on at least an annual
basis.
11. AGENTS AND SUB-CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD
IN THE UNITED STATES.
11.1 State Street may employ agents in the performance of its duties
hereunder, including sub-custodians, provided that any such sub-custodian
meets at least the minimum qualifications required by Section 17(f)(1) of
the 1940 Act to act as a custodian of a Portfolio's assets with respect
to property of the Portfolio held in the United States. State Street will
notify each affected BGI Recipient in writing of the identity and the
qualifications of such sub-custodians. State Street will be responsible
for the acts and omissions of its agents hereunder as if performed by
State Street hereunder. The employment of such agents will be in
accordance with Section 4.4 of the Master Services Agreement. Without
limiting the foregoing, certain duties of State Street hereunder may be
performed by one or more Affiliates of State Street.
11.2 Upon receipt of Proper Instructions, State Street may employ
sub-custodians selected by a BGI Recipient, provided that: (a) any such
sub-custodian meets at least the minimum qualifications required by
Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio's
assets with respect to property of the Portfolio held in the United
States. State Street will notify each affected BGI Recipient in writing
of any change in the identity and the qualifications of such
sub-custodians. State Street will not be responsible for the acts or
omissions of sub-custodians selected by or at the direction of a BGI
Recipient. In addition, State Street will not be permitted
Custodial Services Service Module 5 BGI | State Street CONFIDENTIAL
to use as sub-custodians entities that are affiliates of either BGI or
the BGI Recipients. BGI shall provide State Street with a current list of
the identities of affiliates of BGI or the BGI Recipients on a quarterly
basis or more frequently if such list of affiliates is revised during a
quarter.
11.3 The BGI Recipients acknowledge that State Street may use domestic
Depositories and their related nominees to hold, receive, exchange,
release, lend, deliver and otherwise deal with Securities and to receive
and remit, on behalf of a BGI Recipient, all income and other payments
thereon and to take all steps necessary and proper in connection with the
collection thereof.
12. FOREIGN CUSTODY MANAGER DELEGATION AND PROVISIONS RELATING TO RULE 17F-7.
12.1 Delegation to State Street as Foreign Custody Manager. Each BGI
Recipient, by resolution adopted by its Board, has delegated to State
Street, subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Service Module with respect to Foreign Assets of the
Portfolios held outside the United States, and State Street hereby
accepts such delegation as Foreign Custody Manager with respect to the
Portfolios. State Street agrees that it shall perform its duties as
Foreign Custody Manager at least in accordance with the standard of care
required by Rule 17f-5(b)(3) and the Standard of Care in the Master
Services Agreement.
12.2 Maintaining Assets with Eligible Foreign Custodians. State Street shall,
in accordance with the requirements of Rule 17f-5, place and maintain the
Foreign Assets in the care of the Eligible Foreign Custodian selected by
State Street in each country which is listed on Schedule 2-E herein.
State Street shall be responsible for the acts and omissions of such
Eligible Foreign Custodian as if performed by State Street hereunder,
taking into account established market practices and local laws
prevailing in the jurisdiction in which the acts and omissions of the
Eligible Foreign Custodians occur. In performing its delegated
responsibilities as Foreign Custody Manager, State Street may place or
maintain Foreign Assets with an Eligible Foreign Custodian, provided that
State Street determines that the Foreign Assets will be subject to the
requirements specified in Rule 17f-5(c)(1), including that the Foreign
Assets will be subject to reasonable care, prudence and diligence based
on the standards applicable to custodians in the country in which the
Foreign Assets will be held by that Eligible Foreign Custodian, after
considering all factors relevant to the safekeeping of such assets. State
Street will undertake its duties as Foreign Custody Manager in accordance
with the Standard of Care in the Master Services Agreement and in
accordance with applicable State Street Laws and State Street Known Laws.
12.3 Contracts with Eligible Foreign State Custodians. State Street will
determine that any contracts governing foreign custody arrangements with
each Eligible Foreign Custodian(s) selected by State Street as Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
12.4 Countries Covered.
(a) State Street will be responsible for performing the delegated
responsibilities only with respect to the countries and custody
arrangements for each such country listed on Schedule 2-E to this
Service Module, which list of countries may be amended from time to
time by mutual agreement. State Street will provide to the BGI
Recipients a list of the Eligible Foreign Custodians selected by
State Street as Foreign Custody Manager to maintain the assets of
the Portfolios, from time to time.
Custodial Services Service Module 6 BGI | State Street CONFIDENTIAL
(b) Execution of this Service Module by a BGI Recipient will be deemed
to be a Proper Instruction from such BGI Recipient to open or
maintain an account, or to place or maintain Foreign Assets, in each
country listed on Schedule 2-E in which the Foreign Custody Manager
has previously placed or currently maintains Foreign Assets for such
BGI Recipient pursuant to the terms of this Service Module.
(c) Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Portfolio with the
Eligible Foreign Custodian selected by the Foreign Custody Manager
in a designated country, the delegation by the Board on behalf of
the Portfolios to the Foreign Custody Manager as Foreign Custody
Manager for that country will be deemed to have been withdrawn and
the Foreign Custody Manager will immediately cease to be the Foreign
Custody Manager of the Portfolios with respect to that country.
12.5 Monitoring Foreign Custodians. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian
selected by the Foreign Custody Manager, the Foreign Custody Manager will
establish a system to monitor: (a) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian; and (b) the contract
governing the custody arrangements established by the Foreign Custody
Manager with the Eligible Foreign Custodian and the Eligible Foreign
Custodian's performance thereunder. If the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the Foreign Custody
Manager will notify the Board.
12.6 Reporting Requirements. State Street will report the withdrawal of
Foreign Assets from an Eligible Foreign Custodian and any placement of a
Portfolio's assets with an Eligible Foreign Custodian by providing to the
Board a proposed amendment to Schedule 2-E at the end of the calendar
quarter in which an amendment to such Schedule has occurred. State Street
will make written reports notifying the Board of any other material
change in the foreign custody arrangements of the BGI Recipient upon the
occurrence of the material change.
12.7 Eligible Securities Depositories. State Street may place and maintain the
Foreign Assets in the care of foreign securities depositories it
determines to be Eligible Securities Depositories, provided that State
Street acts in accordance with the requirements specified in Rule 17f-7.
12.8 Monitoring Securities Depositories. State Street will: (a) provide the
BGI Recipient (or its duly-authorized investment manager or investment
advisor) with an analysis of the custody risks associated with
maintaining Foreign Assets with any Eligible Securities Depository in
accordance with Rule 17f-7(a)(1)(i)(A); and (b) monitor such risks on a
continuing basis, and promptly notify the BGI Recipient (or its
duly-authorized investment manager or investment advisor) of any material
change in such risks.
13. FURTHER WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD OUTSIDE OF THE
UNITED STATES.
13.1 Holding Securities. State Street will identify on its books as belonging
to the applicable Portfolios the foreign securities held by each Eligible
Foreign Custodian or foreign securities system. State Street may hold
Foreign Securities for all of its customers, including the Portfolios,
with any Eligible Foreign Custodian in an account that is identified as
belonging to State Street for the benefit of its customers, provided
however, that: (a) the records of State Street with respect to Foreign
Securities of Portfolios which are maintained in such account will
identify
Custodial Services Service Module 7 BGI | State Street CONFIDENTIAL
those securities as belonging to such Portfolios; and (b), to the extent
permitted and feasible in the market in which the account is maintained,
State Street will require that securities so held by the Eligible Foreign
Custodian be held separately from any assets of such Eligible Foreign
Custodian or of other customers of such Eligible Foreign Custodian.
13.2 Foreign Securities Systems. Foreign securities will be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by State Street or an Eligible Foreign Custodian, as
applicable, in such country.
13.3 Shareholder Rights. With respect to the foreign securities held pursuant
to this Section 00, Xxxxx Xxxxxx will use Commercially Reasonable Efforts
to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that
may exist in the country where such securities are issued. The BGI
Recipients acknowledge that local conditions, including lack of
regulation and mature market structures, onerous and arbitrary procedural
obligations, lack of notice and other factors may have the effect of
severely limiting the ability of the BGI Recipients to exercise
shareholder rights.
13.4 Transactions in Foreign Custody Accounts. Subject to the provisions of
Section 12 above, transactions with respect to the assets of a BGI
Recipient held by an Eligible Foreign Custodian shall be effected in
accordance with the applicable agreement between State Street as Foreign
Custody Manager and such Eligible Foreign Custodian. If at any time any
Foreign Portfolio Securities of a BGI Recipient shall be registered in
the name of a nominee of the Eligible Foreign Custodian or a nominee
affiliated with State Street, such BGI Recipient agrees to hold any such
nominees harmless from any liability by reason of the registration of
such securities in the name of such nominee to the same extent that State
Street is required to indemnify such nominee.
13.5 Other. Notwithstanding any provision of this Service Module to the
contrary, settlement and payment for Foreign Portfolio Securities
received for the account of a BGI Recipient and delivery of Foreign
Portfolio Securities maintained for the account of a BGI Recipient may be
effected in accordance with the customary established securities trading
or securities processing practices and procedures in the jurisdiction or
market in which the transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a dealer therefor
(or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such
purchaser or dealer. Cash held at an Eligible Foreign Custodian will
generally be held in a deposit account at such Eligible Foreign
Custodian.
14. REPRESENTATIONS AND WARRANTIES.
State Street warrants that it has and will maintain at least the minimum
qualifications required by Section 17(f)(1) of the 1940 Act to act as
custodian of the Portfolio Securities of each BGI Recipient's Portfolios.
15. FEES, EXPENSES AND ADVANCES.
15.1 Fees and Expenses of State Street. The BGI Recipient, on behalf of a
Portfolio, will pay State Street the fees set forth in Schedule 2-D
hereto for the Services provided by State Street under this Service
Module.
15.2 Advances by State Street. State Street may, in its sole discretion,
advance funds on behalf of a Portfolio to make any payment permitted by
this Service Module upon receipt of any Proper Instruction required by
this Service Module for such payments. Should such a payment(s) with
Custodial Services Service Module 8 BGI | State Street CONFIDENTIAL
advanced funds, result in an overdraft (due to insufficiencies of a
Portfolio's account with State Street, or for any other reason) any such
overdraft or related indebtedness will be deemed a loan made by State
Street to the Portfolio payable on demand and bearing interest from the
date incurred at the prevailing Federal Funds rate plus one-eighth (1/8)
of one percent. Each BGI Recipient agrees that State Street shall have a
continuing lien and security interest to the extent of any overdraft or
indebtedness, in and to any property at any time held by it for a
Portfolio's benefit or in which the Portfolio has an interest and which
is then in State Street's possession or control (or in the possession or
control of any third party acting on State Street's behalf). Each BGI
Recipient authorizes State Street, in its sole discretion, at any time to
charge any overdraft or indebtedness, together with interest due thereon
against any balance of account standing to the credit of a Portfolio on
State Street's books.
16. MISCELLANEOUS
16.1 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: Barclays Global Investors, N.A.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Chief Operating Officer,
Mutual Funds
With Copy To: Barclays Global Investors, N.A.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Global General Counsel
For State Street: State Street Bank and Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxx
With Copy To: State Street Bank and Trust Company
US IS Mutual Funds Legal Division
0 Xxxxxx xx Xxxxxxxxx - 0xx Xxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Senior Managing Counsel,
Legal Department
Custodial Services Service Module 9 BGI | State Street CONFIDENTIAL
16.2 Survival. Notwithstanding anything to the contrary in this Service
Module, each Party's obligations under Sections 9 and 14 hereof will
continue and remain in full force and effect after the termination of
this Service Module. In addition, Sections 1, 2, 3 and 5 through 16 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.
16.3 Single Agreement. This Service Module (including any exhibits, appendices
and schedules hereto), together with the iGroup Module, the License
Agreements and the Master Services Agreement, including any exhibits,
appendices and schedules thereto, constitutes the entire agreement
between State Street and the 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 Service Module has been executed and delivered
between State Street and the BGI Recipient.
[Signature Page Follows]
Custodial Services Service Module 10 BGI | State Street CONFIDENTIAL
IN WITNESS WHEREOF, the parties hereto have caused this Service 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 of its STATE STREET BANK AND TRUST COMPANY
series listed on Schedule 2-A
----------------------------------- --------------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President and Chief Operating
Officer
iShares Trust, on behalf of each of MASTER INVESTMENT PORTFOLIO, on behalf
its series listed on Schedule 2-A. of each of its series listed on
Schedule 2-A.
----------------------------------- --------------------------------------
Name: Name:
Title: Title:
BARCLAYS GLOBAL INVESTORS FUNDS, on
behalf of each of its series listed
on Schedule 2-A.
-----------------------------------
Name:
Title:
Custodial Services Service Module 11 BGI | State Street CONFIDENTIAL
