EXHIBIT (h)(6)
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
This AMENDMENT TO SUB-ADMINISTRATION AGREEMENT by and among BARCLAYS GLOBAL
INVESTORS, N.A. ("BGI"), and INVESTORS BANK & TRUST COMPANY (the "Bank"), is
effective as of January 1, 2007.
WHEREAS, BGI and Bank (together, the "Parties") entered into a
Sub-Administration Agreement dated October 21, 1996, as amended from time to
time (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendments.
(a) Section 6.1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"6.1 Term and Termination.
(a) Term. The initial term of this Agreement has been October 21, 1996
through December 31, 2005 (the "Initial Term"). The first renewal
term of this Agreement shall be January 1, 2006 through October 31,
2009 (the "First Renewal Term"). After the expiration of the First
Renewal Term, the term of this Agreement shall automatically renew
for a second renewal term which shall be November 1, 2009 through
April 30, 2013 (the "Second Renewal Term"), unless written notice of
non-renewal is delivered by BGI to the Bank no later than
October 31, 2009. The Parties, upon mutual agreement no later than
one hundred eighty (180) days prior to the expiration of the Second
Renewal Term, may renew this Agreement for a one-year term, with the
term of the Agreement to automatically renew for successive one-year
terms thereafter (each, including the First Renewal Term and the
Second Renewal Term, a "Renewal Term") unless notice of non-renewal
is delivered by the non-renewing party to the other party no later
than ninety (90) days prior to the expiration of a Renewal Term
other than the First Renewal Term or the Second Renewal Term.
(b) Termination. BGI may terminate this Agreement in whole or in part
(for example, as to any Portfolio) prior to the expiration of any
Renewal Term upon sixty (60) days' prior written notice in the form
of Proper Instructions specifying the date upon which termination is
to occur ("Termination Notice") in the event that a conservator or
receiver is appointed for the Bank in accordance with 12 USC
(S)1821(c) or similar and successor provisions.
(c) Further Termination. BGI may terminate this Agreement in whole or in
part (for example, as to any Portfolio) prior to the expiration of
any Renewal Term in the event:
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(i) that the Bank fails to meet the criteria defined in each of
six (6) separate Key Performance Indicators ("KPIs"), each for
four consecutive months, in any rolling twelve month period.
For avoidance of doubt, this right shall only apply if the
failure by the Bank to meet the Service Level as defined in
the relevant KPI is not (a) the result of force majeure,
(b) caused by BGI or a direct result of a specific request by
BGI, (c) a direct result of a specific request by a duly
authorized agent of BGI, (d) caused by a third party other
than an agent of the Bank or (e) the result of an agreement by
the Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii) the Boards of the Portfolios vote to liquidate the Portfolios
and terminate the Portfolios' respective registration
statements with the Securities and Exchange Commission other
than in connection with a merger or acquisition of the
Portfolios or the Portfolios' investment adviser;
(iv) BGI terminates its Custodial, Fund Accounting and Services
Agreement (as amended) with the Bank pursuant to the fiduciary
capacity provision in Section 13.1(b)(ii) of such agreement; or
(v) BGI may terminate this Agreement if the Administration
Agreement between BGI and MIP and the Administration Agreement
between BGI and BGIF are terminated and no successor
agreements between BGI and MIP and/or BGIF for the provision
of administrative services are subsequently executed within 90
days after the termination of the Administration Agreement
between BGI and MIP and the Administration Agreement between
BGI and BGIF;
provided that BGI shall not exercise its rights under subsections
(c)(i) or (ii) above unless BGI has first provided written notice to
the Bank of its intent to terminate under such subsection, and the
Bank: (x) does not present a plan to remedy or cure the KPI or
breach that is reasonably acceptable to BGI, which plan will be
provided as soon as practicable, and in any event not later than ten
(10) days after such notice, and (y) has not made substantial
progress toward curing or remedying that KPI or breach in all
material respects to the reasonable satisfaction of BGI, within
thirty (30) days of presenting such plan to BGI.
(d) BGI shall advise the Bank of any service level, practice, policy,
circumstance or any breach by the Bank of which it becomes aware
from time to time that, if unaddressed, would permit the termination
of the Agreement under any of the bases set forth in this
Section 6.1.
(e) At any time after the termination of this Agreement, BGI may, upon
written request, have reasonable access to the records of
Sub-Administrator relating to its performance of its duties as
Sub-Administrator."
2. Miscellaneous.
a) Except as amended hereby, the Sub-Administration Agreement shall
remain in full force and effect.
b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by
their respective duly authorized officers as of the day and year first written
above.
BARCLAYS GLOBAL INVESTORS, N.A. INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Managing Director Title: President
By: /s/ Xxxx Xxx
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Name: Xxxx Xxx
Title: Principal
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