Exhibit (h.3)
AMENDMENT TO ADMINISTRATION AGREEMENT
AMENDMENT TO ADMINISTRATION AGREEMENT, effective as of May 21, 2002, by
and among iSHARES TRUST, a business trust established under the laws of the
state of Delaware (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank entered into an Administration Agreement
dated April 25, 2000, as amended from time to time (the "Administration
Agreement"); and
WHEREAS, the Fund and Bank desire to amend the Administration Agreement
as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments.
(a) Paragraph (a) of Section 3 of the Administration Agreement is
hereby amended by deleting such paragraph (a) in its entirety and inserting in
lieu thereof the following:
"(a) Subject to the supervision and direction of the Board of Directors
of the Fund, the Bank, as Administrator, will conduct various aspects
of the Fund's administrative operations and undertakes to perform the
services described in Appendix B hereto. The Fund hereby represents
that the sale of Fund shares are not subject to Blue Sky laws and the
Bank shall not be responsible for any registration, tracking or other
functions related to the Blue Sky laws of any state. The Bank may, from
time to time, perform additional duties and functions which shall be
set forth in an amendment to such Appendix B executed by both parties."
(b) Paragraph (a) of Section 5 of the Administration Agreement is
hereby amended by deleting such paragraph (a) in its entirety and by inserting
in lieu thereof, the following:
"Fees and Expenses of the Bank. For the services rendered by the Bank
hereunder, the Fund will pay to the Bank such fees at such rate as
shall be agreed upon in writing by the parties from time to time. The
Fund will also pay or reimburse the Bank from time to time for all
necessary proper disbursements, expenses and charges made or incurred
by the Bank in the performance of this Agreement (including any duties
listed on any Schedule hereto, if any) including any indemnities for
any loss, liabilities or expense to the Bank as provided herein. The
Bank will also be entitled to reimbursement by the Fund for all
reasonable expenses incurred in conjunction with termination of this
Agreement and any conversion or transfer work done in connection
therewith.
(c) Appendix C to the Agreement is deleted in its entirety and
reserved.
(d) The lead in paragraph of Section 7.1 of the Administration
Agreement is hereby amended by deleting such paragraph in its entirety and by
inserting in lieu thereof, the following:
"This Agreement shall remain in effect until May 21, 2005 (the "Initial
Term"), unless earlier terminated as provided herein. After the
expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive three-year terms
(each 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 the Initial Term or any Renewal Term,
as the case may be."
2. Miscellaneous.
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a) Except as amended hereby, the 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
iSHARES TRUST INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Nesuet
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Name: Xxxxxxx Xxxxxx Name: Xxxxxx X. Nesuet
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Title: Secretary Title: Managing Director
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