Exhibit (d)(2)
BARCLAYS FOUNDRY INVESTMENT TRUST
Master Management Fee Waiver Agreement
This MASTER MANAGEMENT FEE WAIVER AGREEMENT (this "Agreement"), is made as
of the __ day of __________, 2007, by and between Barclays Global Fund Advisors
(the "Adviser") and Barclays Foundry Investment Trust (the "Trust"), on behalf
of each of its series from time to time set forth in Schedule A attached hereto
(each, a "Portfolio").
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 Portfolio is a series of the Trust;
WHEREAS, the Adviser and the Trust, on behalf of each Portfolio, are parties
to an Investment Management Agreement (the "Management Agreement"), pursuant to
which the Adviser provides (either directly or by engaging other service
providers to provide) investment advisory services and all other necessary
services for each Portfolio (other than certain excluded services) in
consideration of compensation based on the value of the average daily net
assets of such Portfolio (the "Management Fee"); and
WHEREAS, the Adviser has voluntarily determined that it is appropriate and
in the best interests of each Portfolio and its shareholders to waive all or
part of each Portfolio's Management Fee as set forth in Schedule A attached
hereto (the "Fee Waiver"). The Trust, on behalf of each Portfolio, and the
Adviser, therefore, have entered into this Agreement in order to effect the Fee
Waiver for each Portfolio 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
Adviser shall waive all or a portion of its Management Fee with respect to each
Portfolio as set forth in Schedule A attached hereto.
2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude
the Adviser from voluntarily waiving Management Fees or any other fees it is
entitled to from any series of the Trust or voluntarily reimbursing expenses of
any series of the Trust, including the Portfolios set forth in Schedule A, as
the Adviser in its discretion deems reasonable or appropriate. Any such
voluntary waiver or voluntary expense reimbursement may be modified or
terminated by the Adviser 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 Portfolio
shall begin on the date on which the Adviser is entitled to receive the
Management Fee from the Portfolio under the Management Agreement (or the
effective date on which a Portfolio is added to Schedule A, if later) and end
after the close of business on the "End of Term" date set forth on Schedule A
(or such other date as agreed to in writing between the Adviser and the Trust
with respect to a Portfolio) unless the Fee Waiver is earlier terminated in
accordance with Section 3.2. The Term of the Fee Waiver with respect to a
Portfolio may be continued from year to year thereafter provided that each such
continuance is specifically approved by the Adviser and the Trust with respect
to such Portfolio (including with respect to the Trust, a majority of the
Trustees of the Trust who are not "interested persons," as defined in the 1940
Act, of the Adviser). Neither the Adviser nor the Trust shall be obligated to
extend the Fee Waiver with respect to any Portfolio.
3.2 Termination. The Fee Waiver with respect to a Portfolio shall terminate
upon:
(i) the first May 1st after the failure of such Fee Waiver to be continued
in accordance with Section 3.1;
(ii) the termination of such Portfolio's Management Agreement, unless
otherwise agreed by the Adviser and the Trust; or
(iii) a writing duly executed by the Adviser and the Trust with respect to
such Portfolio 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 Portfolio shall be
enforced against the assets of such Portfolio or applicable class thereof and
not against the assets of any other class or any other Portfolio or series of
the Trust. It is understood and expressly stipulated that neither the
shareholders of a Portfolio nor the Trustees of the Trust shall be personally
liable hereunder.
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 Management Fee, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of any
Management Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Management 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
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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 Delaware.
[End of Text]
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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 FOUNDRY INVESTMENT TRUST
on behalf of each PORTFOLIO
By:
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H. Xxxxxxx Xxxxxxxx
Title: President
BARCLAYS GLOBAL FUND ADVISORS
By:
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Xxx X. Xxxxxxxxx
Title: Managing Director
By:
-----------------------------
H. Xxxxxxx Xxxxxxxx
Title: Managing Director
Approved by the Board of Trustees of Barclays Foundry Investment Trust on
August 15-16, 2007.
[Signature page to Master Management Fee Waiver Agreement]
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SCHEDULE A
LifePath Index Portfolios:
(all percentages are expressed as a percentage of average daily net assets):
Net
Contractual Management End of Term (pursuant
Management Management Fee After to Section 3.1 of the
Portfolio Fee Fee Waiver Waiver Fee Waiver Agreement)
--------- ----------- ---------- ---------- -----------------------
LifePath Retirement
Index Portfolio 0.20% 0.20% 0.00% April 30, 2009
LifePath 2010 Index
Portfolio 0.20% 0.20% 0.00% April 30, 2009
LifePath 2020 Index
Portfolio 0.20% 0.20% 0.00% April 30, 2009
LifePath 2030 Index
Portfolio 0.20% 0.20% 0.00% April 30, 2009
LifePath 2040 Index
Portfolio 0.20% 0.20% 0.00% April 30, 2009
Approved by the Board of Trustees of Barclays Foundry Investment Trust on
August 15-16, 2007.
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