Exhibit (h.4)
SERVICE MODULE
FOR
TRANSFER AGENCY SERVICES
between
BGI RECIPIENT
and
STATE STREET
BGI | State Street CONFIDENTIAL
This Transfer Agency Service Module (the "Transfer Agency Service
Module"), dated as of the 15th day of May, 2008 (the "Transfer Agency Service
Module Effective Date"), is made and entered into by and between the BGI
Recipients listed in Schedule 4-A (each a "BGI Recipient") and State Street Bank
and Trust Company ("State Street"). BGI Recipients 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
transfer agent, dividend disbursing agent and agent in connection with certain
other activities, and State Street desires to accept such appointment;
WHEREAS, State Street is duly registered as a transfer agent as
provided in Section 17A(c) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
WHEREAS, the BGI Recipients are authorized to issue shares in separate
series, with each such series representing interests in a separate BGI Fund; and
WHEREAS, the BGI Recipients intend to offer shares of the BGI Funds
listed in Schedule 4-A to this Transfer Agency Service Module in accordance with
Section 6 below;
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 Transfer Agency 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 Transfer Agency
Service Module will incorporate the terms of the Master
Services Agreement.
(c) The Parties wish to enter into this Transfer Agency Service
Module under and pursuant to the Master Services Agreement to
cover the certain transfer agency services described in more
detail in this Transfer Agency Service Module (including
without limitation Schedule 4-B and C hereto), and the
schedules hereto (the "Transfer Agency Services").
1.2 Objectives. Each BGI Recipient and State Street agree that the purposes
and objectives of the Master Services Agreement apply to this Transfer
Agency Service Module, subject to the limitations set forth therein.
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2. OVERVIEW AND STRUCTURE.
2.1 Overview. Subject to the terms and conditions of the Master Services
Agreement and this Transfer Agency Service Module, as of the Transfer
Agency Service Module Effective Date, State Street shall provide the
Transfer Agency Services described in this Transfer Agency Service
Module and the schedules hereto to each BGI Recipient.
2.2 Schedules. This Transfer Agency Service Module shall include the
following Schedules:
Schedule 4-A List of BGI Recipients
Schedule 4-B Service Levels
Schedule 4-C KPIs
Schedule 4-D Fee Schedule
Schedule 4-E Anti Money Laundering Program
3. INITIAL TERM.
The Initial Term of this Transfer Agency Service Module shall commence
on the Transfer Agency Service Module Effective Date and shall continue
until May 15, 2014, unless terminated earlier or extended in accordance
with the terms of this Transfer Agency Service Module or the Master
Services Agreement. This Transfer Agency Service Module shall
automatically terminate upon the termination: of (a) the Master
Services Agreement; or (b) the iGroup Module.
4. TERMS OF APPOINTMENT.
Subject to the terms and conditions set forth in this Transfer Agency
Service Module, each BGI Recipient on behalf of the BGI Funds hereby
employs and appoints State Street to act, and State Street agrees to
act, as transfer agent for each BGI Fund's authorized and issued shares
of beneficial interest ("Shares"), dividend disbursing agent and agent
in connection with any accumulation, open-account or similar plans
provided to the shareholders of each BGI Fund ("Shareholders") and set
out in the then currently effective prospectus(es) and statement(s) of
additional information, as each may be amended from time to time (the
"Prospectus") of each BGI Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
5. DEFINITIONS.
Unless otherwise defined in this Transfer Agency Service Module,
defined terms used in this Transfer Agency Service Module and the
Schedules hereto and the Appendices thereto, have the meanings set
forth in the Master Services Agreement.
6. PURCHASES AND REDEMPTIONS
6.1 Generally. State Street must duly process requests to purchase and
redeem Shares of each BGI Fund in accordance with the provisions of
Schedule 4-B and C hereto.
6.2 Suspended or Discontinued Sale. State Street shall not be required to
issue any Shares of a BGI Fund where it has received a written
instruction from the BGI Recipient or written notification
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from any appropriate federal or state authority that the sale of the
Shares of the BGI Fund(s) in question has been suspended or
discontinued, and State Street shall be entitled to rely upon such
written instructions or written notification.
7. DISTRIBUTIONS
7.1 BGI Responsibilities. The BGI Recipient or its agent (which may be
State Street or its affiliate) will notify State Street of the
declaration of any dividend or distribution. The BGI Recipient or its
agent (which may be State Street or its affiliate) shall furnish to
State Street Proper Instructions specifying the date of the declaration
of such dividend or distribution, the date of payment thereof, the
record date as of which Shareholders entitled to payment shall be
determined and the amount payable per share to Shareholders of record
as of such record date and the total amount payable to State Street on
the payment date.
7.2 Withholding of Payment. If State Street shall not receive from the
Custodian sufficient cash to make payment to all Shareholders of the
BGI Recipient as of the record date, the Proper Instruction referred to
in Section 7.1 above shall be deemed to be suspended until such time as
State Street shall have received from the Custodian sufficient cash to
make payment to all Shareholders of the BGI Recipient as of the record
date.
8. TAXES
It is understood that State Street shall file such appropriate
information returns concerning the payment of dividends and capital
gain distributions and tax withholding with the proper Federal, State
and local authorities as are required by State Street Laws or State
Street Known Laws to be filed by the BGI Recipient and State Street
shall withhold such taxes, penalties or other sums as are required to
be withheld by applicable State Street Laws or State Street Known Laws.
9. BOOKS AND RECORDS
9.1 Record Retention. In addition to Section 12.5 (Record Maintenance and
Retention) to the Master Services Agreement, State Street agrees that
all records prepared and maintained by State Street pursuant to this
Transfer Agency Service Module relating to the services to be performed
by State Street hereunder will be preserved, maintained and made
available in accordance with all applicable State Street Laws and State
Street Known Laws that relate to the services provided by State Street
under this Transfer Agency Service Module, which will be deemed to
include Section 31 of the 1940 Act and Section 17 of the 1934 Act and
the rules thereunder.
9.2 Required Records. Any records required to be maintained by Rule 31a-1
under the 1940 Act and Section 17AD-6 and 7 under the 1934 Act will be
preserved for the periods and maintained in a manner prescribed under
the Rules. All records maintained by State Street in connection with
the performance of its duties under this Transfer Agency Service 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 Transfer
Agency Service 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
termination or expiration of this Transfer Agency Service Module
Agreement, all records will be delivered to the BGI Recipient as of the
date of termination or at such other time as may be mutually agreed
upon by the Parties.
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9.3 Written Procedures. Written procedures applicable to the Services to be
performed hereunder may be established from time to time by mutual
agreement of the Parties.
10. FEES
The BGI Recipient will pay State Street the fees set forth in Schedule
4-D (Fee Schedule) hereto for the Transfer Agency Services provided by
State Street under this Transfer Agency Service Module.
11. 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
Services to be provided to the BGI Recipient under this Transfer Agency
Service Module.
12. COVENANTS OF XXXXX XXXXXX
00.0 Xxxxx Xxxxxx hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the BGI Recipient for safekeeping
of check forms and facsimile signature imprinting devices, if any; and
for the preparation or use, and for keeping account of, such forms and
devices.
12.2 In case of any requests or demands for the inspection of the
Shareholder records of the BGI Recipient, State Street will endeavor to
notify the BGI Recipient and to secure instructions from an authorized
officer of the BGI Recipient as to such request or demand. State Street
reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be subject to
enforcement or other action by any court or regulatory body for the
failure to exhibit the Shareholder records to such person.
00.0 Xxxxx Xxxxxx shall promptly notify the BGI Recipients in the event its
registration as a Transfer Agent as provided in Section 17A(c) of the
1934 Act is revoked or if any proceeding is commenced before the
Securities and Exchange Commission that may lead to such revocation.
12.4 In performing the services under this Transfer Agency Service Module,
State Street shall at all times act in conformity with and be informed
by: (a) the BGI Recipients' Formation Document and By-Laws, as the same
may be amended from time to time; (b) the investment objectives,
policies, restrictions and other practices set forth in the BGI
Recipients' Prospectus(es), as the same may be amended from time to
time, which amendments shall be provided to State Street promptly after
such amendments become effective; and (c) all applicable requirements
of the Securities Act of 1933, the 1940 Act, the USA PATRIOT Act of
2001 and any other laws, rules and regulations of governmental
authorities with jurisdiction over State Street and all State Street
Laws and State Street Known Laws, as such may be applicable to the
provision of Transfer Agency Services by State Street.
13. ADDITIONAL BGI FUNDS
In the event that the BGI Recipient establishes one or more series or
classes of Shares in addition to the series listed on Schedule 4-A
hereto with respect to which it desires to have State Street render
services as transfer 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 shall not be
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unreasonably withheld) such series of Shares shall become a BGI Fund
hereunder and Schedule 4-A shall be appropriately amended.
14. SURVIVAL
Notwithstanding anything to the contrary in this Transfer Agency
Service Module, each Party's obligations under Sections 9 and 11 hereof
shall continue and remain in full force and effect after the
termination of this Transfer Agency Service Module. In addition,
Sections 1, 2, 4 and 5 through 18 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.
15. 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
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16. COMPLIANCE WITH BGI ANTI MONEY LAUNDERING PROGRAM
State Street will comply with the BGI Anti Money Laundering Program in
performing the Services under this Service Module, as further described
in Schedule 4-E. Any modifications to the requirements of such Schedule
will be subject to the Change Procedures.
17. SINGLE AGREEMENT
This Transfer Agency Service 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 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 Transfer Agency Service Module has been executed and
delivered between State Street and the BGI Recipient.
18. SERVICE LEVELS
Schedules 4-B and C hereto set forth the Service Levels and Key
Performance Indicators applicable to the Services under this Transfer
Agency Service Module. State Street will perform the Services under
this Transfer Agency Service Module in accordance with such Service
Levels and Key Performance Indicators and Section 3 of the Master
Services Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency Service
Module to be executed in their names and on their behalf under their seals by
and through their duly authorized officers, as of the day and the year first
above written.
iSHARES, Inc., on behalf of each of STATE STREET BANK AND TRUST COMPANY
its series listed on Schedule 4-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 4-A. of each of its series listed on
Schedule 4-A.
----------------------------------- --------------------------------------
Name: Name:
Title: Title:
BARCLAYS GLOBAL INVESTORS FUNDS,
on behalf of each of its series
listed on Schedule 4-A.
-----------------------------------
Name:
Title:
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