ADMINISTRATION AGREEMENT
BARCLAYS GLOBAL INVESTORS FUNDS
April 1, 2003
Barclays Global Investors, N.A.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
This will confirm the agreement among Barclays Global Investors Funds (the
"Trust") on behalf of its funds listed in the attached Appendix A, as such
Appendix may be amended from time to time (each, a "Fund" and, collectively, the
"Funds") and Barclays Global Investors, N.A. ("BGI"). Absent written
notification to the contrary by either the Trust or BGI, each new fund of the
Trust established in the future shall automatically become a "Fund" for all
purposes hereunder.
The parties agree as follows:
1. The Trust is a registered open-end, management investment company. The
Trust engages in the business of investing and reinvesting the assets of each
Fund in the manner and in accordance with the applicable investment objective,
policies and restrictions specified in the Trust's currently effective
prospectuses and statements of additional information incorporated therein
relating to the Funds and the Trust (such prospectuses and such statements of
additional information being collectively referred to as the "Prospectuses")
included in the Trust's Registration Statement, as amended from time to time
(the "Registration Statement"), filed by the Trust under the Investment Company
Act of 1940, as amended (the "Act"), and the Securities Act of 1933. Copies of
the documents referred to in the preceding sentence have been furnished to BGI.
Any amendments to those documents shall be furnished to BGI promptly.
2. The Trust is engaging BGI to provide, or cause to be provided, the
administrative services specified elsewhere in this agreement, subject to the
overall supervision of the Trust's Board of Trustees. The Funds are feeder funds
that invest all of their assets in corresponding master portfolios of other
registered investment companies and, accordingly, have not engaged an adviser to
manage the investing and reinvesting of the assets of such Funds.
3. BGI agrees, at its expense, to supervise the administrative operations
and undertake to provide, or cause to be provided, the services described on
Appendix B, as
1
such Appendix may be amended from time to time by the mutual consent of the
parties, the provision of, and liability thereto, for certain of such services
to be allocated on such Appendix, in connection with the operations of the Trust
and the Funds, and take all reasonable action in the performance of its
obligations under this agreement to assure that the necessary information is
made available to other service providers, as such may be required by the Trust
from time to time; and to provide all other administrative services reasonably
necessary for the operation of the Funds, other than those services that are to
be provided by the Barclays Global Fund Advisors (the "Adviser") pursuant to the
advisory contracts and by the Trust's transfer and dividend disbursing agent and
custodian.
4. Except as otherwise provided in this agreement, BGI agrees to bear all
costs of the operations of each Fund, including a pro rata portion of the
compensation of the Trust's Trustees who are not affiliated with BGI or any of
its affiliates; governmental fees; interest charges; fees and expenses of its
independent auditors, legal counsel (other than in connection with litigation),
transfer agent and dividend disbursing agent; fees paid to shareholder servicing
and other special purpose agents; expenses of preparing and printing any stock
certificates, prospectuses, statements of additional information, shareholders'
reports, notices, proxy statements and reports to regulatory agencies; travel
expenses of Trustees of the Trust in connection with their attendance at Board
and other meetings relating to the Trust; office supplies; premiums for fidelity
bonds and errors and omissions and/or officers and trustees liability insurance;
trade association membership dues; pricing services, if any; fees and expenses
of any custodian and fund accountant, including those for keeping books and
accounts and calculating the net asset value per share in the Funds; expenses of
shareholders' meetings; expenses relating to the issuance, registration,
qualification and redemption of shares of the Funds; and organizational
expenses. Notwithstanding anything to the contrary, BGI shall not be required to
bear any portion of brokerage or other expenses connected with the execution of
portfolio securities transactions, fees payable to the Adviser under its
advisory contract with the Trust, distribution fees payable as a result of any
distribution plan adopted by the Board of Trustees pursuant to Rule 12b-1 under
the 1940 Act, litigation expenses, taxes (including income, excise, transfer and
withholding taxes), or cost or expense that a majority of the Trustees who are
not "interested persons" (as defined in the Act) of the Trust ("Independent
Trustees") deems to be an extraordinary expense.
5. BGI shall exercise reasonable care and shall give the Trust the
benefit of its best judgment and efforts in rendering services under this
agreement. As an inducement to BGI's undertaking to render services hereunder,
the Trust agrees that BGI shall not be liable under this agreement for any
mistake in judgment or in any other event whatsoever, provided that nothing in
this agreement shall be deemed to protect or purport to protect BGI against any
liability to the Trust or its shareholders to which BGI would otherwise be
subject by reason of willful misfeasance, bad faith or negligence in the
performance of BGI's duties under this agreement or by reason of reckless
disregard of its obligations and duties hereunder.
2
6. In consideration of the services to be provided by BGI under this
agreement, the Trust shall pay BGI a monthly fee on behalf of each Fund on the
first business day of each month at the applicable annual rates specified on
Appendix C attached to this agreement. If the fees payable to BGI under this
paragraph begin to accrue after the beginning of any month or if this agreement
terminates before the end of any month, the fee for the period from the
effective date to the end of the month or from the beginning of the month to the
termination date, respectively, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating each such monthly fee, the value
of each Fund's net assets shall be computed in the manner specified in the
Prospectus and as supplemented from time to time for the computation of the
value of the Fund's net assets in connection with the determination of the net
asset value of a Fund's shares. For purposes of this agreement, a "business day"
is any day the Trust is open for business.
7. If in any fiscal year the total expenses incurred by, or allocated to,
a Fund, excluding extraordinary expenses of the Fund but including the fees
provided for in paragraph 6 and those fees payable under the Advisory Contract
for the corresponding master portfolio in which a Fund invests, as applicable,
exceed the most restrictive expense limitation applicable to a Fund imposed by
state securities laws or regulations thereunder, as these limitations may be
raised or lowered from time to time, BGI agrees to waive or reimburse a pro rata
portion of such fees, but only to the extent of the fee hereunder for the fiscal
year. For purposes of computing the excess, if any, over the most restrictive
applicable expense limitation, the value of each Fund's net assets shall be
computed in the manner specified in the last sentence of paragraph 6, and any
reimbursements required to be made by BGI shall be made once a year promptly
after the end of the Trust's fiscal year.
8. This Agreement shall become effective on its execution date and shall
remain in full force and effect for a period of two years or until terminated
pursuant to the provisions of this paragraph, and it may be reapproved at least
annually thereafter by the Trust's Board of Trustees, including a majority of
the Independent Trustees who are not parties to this Agreement. This Agreement
may be terminated at any time without payment of any penalty, upon 60 days'
written notice, by vote of the Board of Trustees of the Trust, or by BGI. BGI
will cooperate with and assist the Trust, its agents and any successor
administrator or administrators in any substitution/conversion process. This
Agreement shall extend to and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable without the written consent of the other party.
9. Except to the extent necessary to perform BGI's obligations under this
agreement, nothing herein shall be deemed to limit or restrict the right of BGI,
or any affiliate or employee of BGI, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar
3
or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
10. This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
11. The Trust hereby agrees and acknowledges that BGI may delegate
responsibility for any or all of the services to be provided hereunder to other
service providers, provided that BGI agrees to remain fully liable to the Trust
for the provision of any service that BGI delegates to another service provider.
12. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterpart shall, together,
constitute only one instrument.
4
If the foregoing correctly sets forth the agreement between the Trust and
BGI, please so indicate by signing and returning to the Trust the enclosed copy
hereof.
Very truly yours,
BARCLAYS GLOBAL INVESTORS FUNDS
on behalf of the funds listed in Appendix A
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal Financial Officer,
Secretary and Treasurer
ACCEPTED as of the date
set forth above:
BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director, Fund Delivery
By: /s/ Xxxxxx Xxxx
----------------------------------
Name: Xxxxxx Xxxx
Title: Principal, Head of Mutual Fund Administration
5
APPENDIX A
Barclays Global Investors Funds
Asset Allocation Fund
Bond Index Fund
Institutional Money Market Fund
LifePath Retirement Portfolio
LifePath 2010 Portfolio
LifePath 2020 Portfolio
LifePath 2030 Portfolio
LifePath 2040 Portfolio
Money Market Fund
Prime Money Market Fund
S & P 500 Stock Fund
Dated: April 1, 0000
X-0
XXXXXXXX X
INVESTORS BANK & TRUST
SUMMARY OF ADMINISTRATION FUNCTIONS
BARCLAYS GLOBAL INVESTORS FUNDS
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
MANAGEMENT REPORTING &
TREASURY ADMINISTRATION
Monitor portfolio X Perform tests of certain Continuously monitor A/C - Provide
compliance in accordance specific portfolio portfolio activity and consultation as needed on
with the current activity designed from Fund operations in compliance issues
Prospectus and SAI. provisions of the Fund's conjunction with 1940
Prospectus and SAI. Act, Prospectus, SAI and
Follow-up on potential any other applicable laws
violations and regulations. Monitor
testing results and
approve resolution of
Frequency: Daily compliance issues.
Provide compliance X Provide a report of Review report. A/C - Provide consultation
summary package compliance testing as needed.
results.
Frequency: Bi-Monthly
Perform asset X Perform asset Continuously monitor A - Provide consultation
diversification testing diversification tests at portfolio activity in as needed in establishing
to establish each tax quarter end. conjunction with IRS positions to be taken in
qualification as a RIC. Follow-up on issues. requirements. Review test tax treatment of
results and take any particular issues. Review
necessary action. Approve quarter end tests on a
Frequency: Quarterly tax positions taken. current basis.
B-1
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
MANAGEMENT REPORTING &
TREASURY ADMINISTRATION
(CONT.)
Perform qualifying income X Perform qualifying Continuously monitor A- Consult as needed on
testing to establish income testing (on book portfolio activity in tax accounting positions
qualification as a RIC. basis income, unless conjunction with IRS to be taken. Review in
material differences are requirements. Review conjunction with
anticipated) on test results and take year-end audit.
quarterly basis and as any necessary action.
may otherwise be Approve tax positions
necessary. Follow-up on taken.
Frequency: Quarterly issues.
Prepare the Fund's X X Prepare expense budget. Provide asset level
annual expense budget. Notify fund accounting projections and vendor
Establish daily of new accrual rates. fee information. Approve
accruals. expense budget.
Frequency: Annually
Monitor the Fund's X X Monitor actual expenses Provide asset level C/A - Provide
expense budget. updating budgets/ projections quarterly. consultatio as
expense accruals. Provide vendor requested.
information as
necessary. Review
expense analysis and
approve budget
Frequency: Quarterly revisions.
B-2
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Receive and coordinate X X Propose allocations of Approve invoices and
payment of fund invoice among Funds and allocations of payments.
expenses. obtain authorized Send invoices to IBT in
approval to process a timely manner.
payment.
Frequency: As often as
Necessary
MANAGEMENT REPORTING &
TREASURY ADMINISTRATION
(CONT.)
Calculate periodic X Calculate amounts Establish and maintain C - Review dividend
dividend rates to be available for dividend and resolutions in
declared in accordance distribution. Coordinate distribution policies. conjunction with Board
with management review by management Approve distribution approval.
guidelines. and/or auditors. Notify rates per share and
custody and transfer aggregate amounts. A - Review and concur
agent of authorized Obtain Board approval with proposed
dividend rates in when required. distributions
accordance with Board
approved policy. (Report
dividends to Board as
required.) Deliver
Frequency: According to dividend rates via file
dividend policy to BGI ftp site.
B-3
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Review the Fund's X Calculate dividends in Review and approve C/A - Review and approve
multi-class dividend accordance with dividend calculation dividend calculation
calculation procedures. methodology for each methodologies for each methodology for each
Calculate periodic class to ensure class. Approve class of shares. Provide
dividend rates to be consistency with Rule distribution rates per consultation as
declared in accordance 18f-3 or the Fund's share and aggregate requested.
with management exemptive application amounts. Obtain Board
guidelines. and the Fund's private approval when required.
letter ruling or
published ruling.
Calculate amounts
available for
distribution. Coordinate
review by management and
auditors. Notify custody
and transfer agent of
authorized dividend
rates in accordance with
Board approved policy.
Frequency: According to Report dividends to
dividend policy Board as required.
MANAGEMENT REPORTING &
TREASURY ADMINISTRATION
(CONT.)
Calculate total return X Provide SEC total return Review total return
information on Funds as calculations via file to information.
defined in the current BGI ftp site.
Prospectus and SAI.
Frequency: Monthly
B-4
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Calculate gross returns X Provide gross return Review gross return
(SEC returns grossed up calculations. information.
for expenses)
Frequency: Monthly
Prepare responses to X X Prepare, coordinate as Identify the services to
major industry necessary, and submit which the Funds report.
questionnaires. responses to the Provide information as
appropriate agency. requested.
Frequency: As often as
necessary
Prepare disinterested X X Summarize amounts paid
director/trustee Form to directors/trustees
1099-Misc. during the calendar
year. Prepare and mail
Frequency: Annually Form 1099-Misc.
FINANCIAL REPORTING
Prepare financial X X Prepare selected Review financial
information for portfolio and financial information.
presentation to Fund information for
Management and Board of inclusion in board
Directors. material.
Frequency: Quarterly
B-5
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Coordinate the annual X X Coordinate the creation Provide past financial A - Perform audit and
audit and semi-annual of templates reflecting statements and other issue opinion on annual
preparation and printing client-selected information required to financial statements.
of financial statements standardized appearance create templates,
and notes with and text of financial including report style A/C - Review reports.
management, fund statements and and graphics. Approve
accounting and the fund footnotes. Draft and format and text as
auditors. manage production cycle. standard. Approve
Coordinate with IBT fund production cycle and
accounting the assist in managing to
electronic receipt of the cycle. Coordinate
portfolio and general review and approval by
ledger information. portfolio managers of
Assist in resolution of portfolio listings to be
accounting issues. Using included in financial
templates, draft statements. Prepare
financial statements, appropriate management
coordinate auditor and letter and coordinate
management review, and production of Management
clear comments. Discussion and Analysis.
Coordinate printing of Review and approve
reports and XXXXX entire report. Make
conversion with outside appropriate
Frequency: Annually/ printer and filing with representations in
semi-annually the SEC via XXXXX. conjunction with audit.
LEGAL
B-6
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Prepare agenda and board X X Maintain annual calendar Review and approve board C - Review agenda,
materials for quarterly of required quarterly materials and board and resolutions, board material
board meetings. and annual approvals. committee meeting and board and committee
Prepare agenda, minutes. meeting minutes. Ensure
resolutions and other BOD material contains all
board materials for required information that
quarterly board the BOD must review and/or
meetings. Prepare approve to perform their
supporting information duties as directors.
and materials when
necessary. Assemble,
check and distribute
books in advance of
Frequency: Quarterly meeting. Attend board
and committee meetings
and prepare minutes.
Prepare and file Form X X Prepare form for filing. Provide appropriate C - Review initial
N-SAR. Obtain any necessary responses. Review and filing. A - Provide
supporting documents. authorize filing. annual audit internal
Frequency: Semi-annually File with SEC via XXXXX. control letter to
accompany the annual
filing.
Prepare amendments to X X Prepare and coordinate Review and approve. C - Review and approve
Registration Statement. the filing of filings.
post-effective A/C - Provide consents
Frequency: Annual update amendments. Coordinate as appropriate.
(includes updating with outside printers
financial highlights, the Xxxxx conversion,
expense tables, ratios) filing with the SEC and
plus one additional printing of prospectus.
filing per fiscal year
B-7
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
LEGAL (CONT.)
Prepare Prospectus/SAI X X Prepare Prospectus and Review and approve. C - Review and approve
supplements. SAI supplements. File filings.
with the SEC via Xxxxx. A/C - Provide consents as
Coordinate printing of appropriate.
Frequency: As often as supplements.
required
Preparation and filing X Accumulate capital stock Review and approve C - Approve 24f-2
of 24f-2 Notice. information and draft filing. Notice.
Form 24f-2 Notice. File
approved Form with SEC
Frequency: Annually via Xxxxx. A - Review informally
when requested
Proxy X X Prepare drafts of proxy Review and approve C - Review and approve
Material/Shareholder material for review, proxy. proxy.
Meetings file materials or
coordinate filing with
SEC and coordinate
printing. Assist proxy
solicitation firm and
Frequency: As needed prepare scripts. Attend
meeting and prepare
minutes.
Assist in updating of X X Make annual filing of Obtain required fidelity
fidelity bond insurance fidelity bond insurance bond insurance coverage.
coverage. material with the SEC. Monitor level of
fidelity bond insurance
maintained in accordance
with required coverage.
Frequency: Annually
B-8
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Respond to regulatory X X Compile and provide Coordinate with C - Provide consultation
audits. documentation pursuant regulatory auditors to as needed.
to audit requests. provide requested
Frequency: As needed (at Assist client in documentation and
least annually) resolution of audit resolutions to
inquiries. inquiries.
LEGAL (CONT.)
Maintain and preserve X X Maintain and preserve
the corporate records of the corporate records of
the Company, including the Company, including
each Master Portfolio. each Master Portfolio.
BLUE SKY
B-9
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Maintain effective Blue X Maintain records of fund Identify states in which C - Provide consultation
Sky notification filings sales for client filings are to be made. as needed on Blue Sky
for states in which Fund designated states via PW Identify exempt issues.
Management intends to Blue2 compliance system. transactions to transfer
solicit sales of fund File annual notification agent for appropriate
shares. documents and annual exclusion from blue sky C - Provide consultation
sale reports. reporting. on product and
File amendments to institutional exemptions.
increase dollar amounts
authorized sales by
funds, based upon client
instruction.
File notifications to
states for new funds for
and/or classes, mergers
and liquidations.
Provide periodic reports
on state authorization
amounts and sales
amounts. Determine state
filing requirements by
using CCH Blue Sky Law
Reporter, ICI memoranda
and state securities
commission directives
(both written and oral).
Frequency: On-going
BLUE SKY (CONT.)
B-10
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
File amendments to X File updated Inform IBT of filings C - Provide consultation
registration statement registration statements, prior to SEC filing. as needed on Blue Sky
with the applicable prospectuses, SAIs, filing issues.
state securities supplements thereto, and
commissions in annual reports to
coordination with SEC shareholders upon
filing. approval/authorization
by client.
Frequency: Annual
updates (includes
registration statement,
prospectus, SAI) plus
one additional filing
per fiscal year
TAX
Prepare income tax X X Calculate investment Provide transaction A - Provide consultation
provisions. company taxable income, information as as needed in
net tax exempt interest, requested. Identify establishing positions
net capital gain and Passive Foreign to be taken in tax
spillback dividend Investment Companies treatment of particular
requirements. Identify (PFICs). Approve tax issues. Perform review
book-tax accounting accounting positions to in conjunction with the
Frequency: Annually differences. Track be taken. Approve year-end audit.
required information provisions.
relating to accounting
differences.
B-11
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
TAX (CONT.)
Calculate excise tax X X Calculate required Provide transaction A - Provide consultation
distributions distributions to avoid information as as needed in
imposition of excise requested. Identify establishing positions
tax. Passive Foreign to be taken in tax
- Calculate capital Investment Companies treatment of particular
gain net income and (PFICs). Approve tax issues. Review and
foreign currency accounting positions to concur with proposed
gain/loss through be taken. Review and distributions per share.
October 31. approve all income and
- Calculate ordinary distribution
income and calculations, including
distributions projected income and
through a specified dividend shares. Approve
cut off date. distribution rates per
- Project ordinary share and aggregate
income from cut off amounts. Obtain Board
date to December 31. approval when required.
- Ascertain dividend
shares.
Identify book-tax
accounting differences.
Track required
information relating to
accounting differences
Coordinate review by
management and fund
auditors. Notify custody
and transfer agent of
authorized dividend
rates in accordance with
Board approved policy.
Report dividends to
Board as required.
Frequency: Annually
B-12
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
TAX (CONT.)
Prepare tax returns X X Prepare excise and RIC Review and sign tax A - Review and sign tax
tax returns. return. return as preparer.
Prepare partnership
return for Master.
Prepare excise and RIC
returns for domestic
Feeder. Report partners'
share of partnership
income by preparing
Frequency: Annually partners' Schedules K-1.
Review tax returns and
coordinate signature
thereof with a Fund
Officer.
Prepare Form 1099 X Obtain yearly Review and approve
distribution information provided for
information. Calculate Form 1099.
1099 reclasses and
coordinate with transfer
agent.
Frequency: Annually
B-13
SUGGESTED FUND
FUNCTION MASTER FEEDER INVESTORS BANK & TRUST BARCLAYS GLOBAL INVESTORS AUDITOR OR COUNSEL
------ ------ ------------------------ ------------------------- -------------------------
Prepare other year-end X Obtain yearly income Review and approve
tax-related disclosures distribution information provided.
information. Calculate
disclosures
(i.e., dividend received
deductions,
foreign tax credits,
tax-exempt income,
income by jurisdiction)
and coordinate with
transfer agent.
Frequency: Annually
B-14
REVIEW AND APPROVAL
The attached Summary of Administration Functions has been reviewed and
represents the services to be provided, effective April 1, 2003.
Agreed:
BARCLAYS GLOBAL INVESTORS
By:
----------------------------
Title: Managing Director
INVESTORS BANK & TRUST COMPANY
By:
----------------------------
Title: Senior Vice President
B-15
APPENDIX C
Barclays Global Investors Funds
FEE SCHEDULE
Fund Fee*
---- ----
(as a percentage of daily net assets)
Asset Allocation Fund (single class) 0.40%
Bond Index Fund (single class) 0.15%
Institutional Money Market Fund
Aon Captive Share Class 0.02%
General and Administrative (0.02%)
Shareholder Servicing (N/A)
Institutional Class 0.02%
General and Administrative (0.02%)
Shareholder Servicing (N/A)
Service Class 0.07%
General and Administrative (0.02%)
Shareholder Servicing (0.05%)
LifePath Income Portfolio
Class I 0.50%
Class R 0.50%
LifePath 2010 Portfolio
Class I 0.50%
Class R 0.50%
LifePath 2020 Portfolio
Class I 0.50%
Class R 0.50%
LifePath 2030 Portfolio
Class I 0.50%
Class R 0.50%
----------
* Expenses attributable to one or more, but not all, of the Funds or share
classes (such as shareholder servicing expenses) shall be charged against the
assets of the relevant Funds or share classes. Because of the differences in the
expenses attributable to one or more, but not all, of the share classes of a
particular Fund, a Fund may have different administration fees for different
share classes. General expenses of the Trust shall be allocated among the Funds
in a manner proportionate to the net assets of each Fund, on a transactional
basis or on such other basis as the Board of Trustees deems equitable.
C-1
Fund Fee
---- ---
(as a percentage of daily net assets)
LifePath 2040 Portfolio
Class I 0.50%
Class R 0.50%
Money Market Fund (single class) 0.35%
Prime Money Market Fund
Institutional Class 0.02%
General and Administrative (0.02%)
Shareholder Servicing (N/A)
Service Class 0.07%
General and Administrative (0.02%)
Shareholder Servicing (0.05%)
S & P 500 Stock Fund (single class) 0.15%
Dated: April 1, 2003
----------
* Expenses attributable to one or more, but not all, of the Funds or share
classes (such as shareholder servicing expenses) shall be charged against the
assets of the relevant Funds or share classes. Because of the differences in the
expenses attributable to one or more, but not all, of the share classes of a
particular Fund, a Fund may have different administration fees for different
share classes. General expenses of the Trust shall be allocated among the Funds
in a manner proportionate to the net assets of each Fund, on a transactional
basis or on such other basis as the Board of Trustees deems equitable.
C-2
