EXHIBIT (h)(2)
SUB-ADMINISTRATION AGREEMENT
September __, 0000
Xxxxx Xxxxxx Bank and Trust Company
-----------------------------------
-----------------------------------
Ladies and Gentlemen:
This will confirm the agreement between State Street Bank and Trust Company
(the "Sub-Administrator") and Barclays Global Fund Advisors ("BGFA") with
respect to Barclays Foundry Investment Trust (the "Trust"), on behalf of its
Portfolios listed in the attached Appendix A, as such Appendix may be amended
from time to time (the "Portfolios"). Each of BGFA and the Sub-Administrator
are referred to herein individually as a "Party" and together as the "Parties."
1. The Trust.
(a) The Trust is a registered open-end, management investment company
consisting of a number of operating investment portfolios in accordance with
the Trust's Agreement and Declaration of Trust (the "Trust Declaration"). The
Trust engages in the business of investing and reinvesting the assets of each
Portfolio in the manner and in accordance with the applicable investment
objective, policies and restrictions specified in the Trust's currently
effective Registration Statement, as amended from time to time, filed under the
Investment Company Act of 1940 (the "Act"). Copies of the Trust's agreements
with all service providers, the Trust Declaration, the Trust's By-Laws, the
most recent amendment to the Trust's registration statement on Form N-1A,
including all current prospectuses and statements of additional information
(the "Registration Statement") have been furnished to the Sub-Administrator.
(b) Any amendments to the Trust's documents listed above shall be
furnished to the Sub-Administrator promptly.
2. BGFA. BGFA is engaging the Sub-Administrator to provide certain
administrative services specified on Appendix B hereto, subject to the
supervision of BGFA and the overall supervision of the Board of Trustees of the
Trust. Pursuant to an investment management agreement between the Trust and
BGFA on behalf of each Portfolio, BGFA has been engaged to manage the investing
and reinvesting of the assets of the Portfolio and to provide advisory services
as specified in such agreement. In addition, BGFA has agreed to be responsible
for providing administrative services to the Trust and its Portfolios pursuant
to such agreement.
3. Services. The Sub-Administrator agrees to provide the administrative
services, as described on Appendix B hereto, as such Appendix may be amended
from time to time by the consent of the Parties, in connection with the
operations of the Trust and the Portfolios and to 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 BGFA from time to time.
4. Fees.
(a) For the services to be rendered and the facilities to be furnished
by the Sub-Administrator to BGFA and/or the Trust pursuant to this Agreement,
BGFA agrees to compensate the Sub-Administrator in accordance with the fee
schedule as may from time to time be agreed in writing between the Parties (the
"Fee Schedule"). BGFA also agrees to reimburse the Sub-Administrator for its
out-of-pocket expenses incurred by the Sub-Administrator in performing its
obligations under this Agreement as may from time to time be agreed in writing
between the Parties.
(b) The Sub-Administrator agrees that the Trust and its Portfolios shall
have no obligation to compensate the Sub-Administrator for services provided or
facilities furnished under, or expenses incurred in connection with, this
Agreement.
(c) The Sub-Administrator shall have no obligation to pay for any
expenses incurred by the Trust or its Portfolios.
5. Books and Records / Intellectual Property.
(a) Books and Records. The Sub-Administrator shall create and maintain
accurate, complete and up-to-date books and records relating to the services
provided hereunder in accordance with this Agreement and in compliance with
applicable laws and regulations (including without limitation the 1940 Act and
the rules thereunder). BGFA shall retain ownership of all such books and
records.
(b) Any records required to be maintained by Rule 31a-1 under the 1940
Act will be preserved for the periods prescribed in Rule 31a-2 under the 1940
Act. Such records may be inspected by the Trust and its duly authorized
representatives and agents during regular business hours upon reasonable
notice. The Sub-Administrator may, at its option at any time, and shall
forthwith upon the Trust's demand, turn over to the Trust and cease to retain
in the Sub-Administrator's files, records and documents created and maintained
by the Sub-Administrator in performance of its services or for its protection.
At the end of the six-year retention period, such documents will either be
turned over to the Trust, or destroyed in accordance with the Trust's
authorizations.
(c) Intellectual Property.
(i) Use of BGFA or Trust trademarks or service marks (or marks of
related companies) by the Sub-Administrator shall be prohibited, unless the
Parties or the appropriate officers of the Trust otherwise agree in a duly
authorized writing.
(ii) The Sub-Administrator agrees that all books, records and other
information of BGFA or the Trust ("Materials") and all proprietary inventions,
copyrightable works, computer software, technical know-how, trademarks and
other intellectual property (collectively, "Intellectual Property") owned by
BGFA or the Trust that is received by the Sub-
- 2 -
Administrator from BGFA, the Trust or any service provider for use in the
performance of the Sub-Administrator's duties set forth herein shall remain the
property exclusively of BGFA or the Trust, as applicable, and, following
termination of this Agreement, all Materials and Intellectual Property owned by
BGFA or the Trust shall be returned to BGFA or the Trust, as applicable, and
the Sub-Administrator shall retain no rights to hold or use any Materials or
such Intellectual Property thereafter.
6. Indemnification and Liability.
(a) BGFA agrees to hold harmless and indemnify the Sub-Administrator,
its directors, officers, employees and agents (the "Sub-Administrator
Indemnitees") against and from any and all losses, expenses or liabilities
incurred by or claims or actions asserted against any Sub-Administrator
Indemnitee to the extent resulting from (i) a violation or alleged violation by
BGFA of any law, rule or regulation, (ii) a material violation or alleged
material violation by BGFA of any provision of this Agreement, (iii) any
failure of BGFA to exercise reasonable care in rendering services hereunder, or
(iv) any erroneous or incomplete information provided by or through BGFA to the
Sub-Administrator in connection with the Sub-Administrator's performance of its
duties hereunder, such indemnification to include any reasonable counsel fees
and expenses incurred in connection with investigating and/or defending such
claims or actions.
(b) At any time, the Sub-Administrator may apply to BGFA for
instructions and may consult counsel for BGFA, or its own counsel, and with
auditors and other experts with respect to any matter arising in connection
with its duties hereunder, and the Sub-Administrator shall not be liable or
accountable for any action reasonably taken or omitted by it in good faith in
accordance with such instruction, or with the opinion of such counsel,
auditors, or other experts. The Sub-Administrator shall not be liable for any
action reasonably taken or omitted by it in good faith reliance upon any
document, certificate or instrument that it reasonably believes to be genuine
and to be signed or presented by the proper person(s). The Sub-Administrator
shall not be held to have notice of any change of authority of any officers,
employees or agents of the Trust or its Portfolios until the Sub-Administrator
has received written notice thereof from BGFA.
(c) The Sub-Administrator agrees to hold harmless and indemnify BGFA,
the Trust and its Portfolios, including any principals, directors or trustees,
officers, and employees (the "BGFA Indemnitees") against and from any and all
losses, expenses or liabilities incurred by or claims or actions asserted
against any BGFA Indemnitee to the extent resulting from: (i) a violation or
alleged violation by the Sub-Administrator of any law, rule or regulation;
(ii) a material violation or alleged material violation by the
Sub-Administrator of any provision of this Agreement; or (iii) any failure of
the Sub-Administrator to exercise reasonable care in rendering services
hereunder, such indemnification to include any reasonable counsel fees and
expenses incurred in connection with investigating of defending such claims or
actions.
(d) In the event that the Sub-Administrator is unable to perform, or is
delayed in performing, its obligations under the terms of this Agreement
because of acts of God, strikes, legal constraint, government actions, war,
emergency conditions, interruption of electrical power or other utilities,
equipment or transmission failure or damage reasonably beyond its control or
other causes reasonably beyond its control (each, a "Force Majeure Event"), the
Sub-
- 3 -
Administrator shall not be liable to BGFA for any damages resulting from such
failure to perform, delay in performance, or otherwise from such causes,
provided that the Sub-Administrator shall make all reasonable efforts, whenever
necessary, to use suitable data processing back-up facilities.
(e) In no event shall either Party be liable for special, incidental, or
consequential damages, even if advised in advance of the possibility of such
damages.
(f) The Sub-Administrator and BGFA each agree to exercise reasonable
care in performing its duties under this Agreement, and each Party agrees to be
liable to the other Party for direct damages resulting from a failure to
exercise reasonable care in performing such duties. In no event shall either
Party be liable to the other party for actions taken or omitted or information
provided that is based upon information originally provided by such other Party.
7. Term. Subject to the termination rights set forth below, the initial term
of this Agreement shall commence on the date first set forth above and end on
November 1, 2009 (the "Initial Term"). Following the expiration of the Initial
Term, this Agreement shall automatically renew and continue in force for
subsequent one-year terms until terminated as provided herein (each, a "Renewal
Term").
8. Termination.
(a) Termination. The Trust may terminate this Agreement in whole or in
part (for example, as to any Portfolio) prior to the expiration of the Initial
Term or any Renewal Term: (i) upon sixty (60) days' prior written notice
specifying the date upon which termination is to occur ("Termination Notice")
in the event that a conservator or receiver is appointed for the
Sub-Administrator in accordance with 12 USC (S)1821(c) or similar and successor
provisions; or (ii) without cause at any time by giving the Sub-Administrator
at least 180 days' prior written notice of the designated termination date.
(b) Further Termination. BGFA may terminate this Agreement in whole or
in part (for example, as to any Portfolio) prior to the expiration of the
Initial Term or any Renewal Term in the event:
(i) that the Sub-Administrator fails to meet the criteria defined in
each of six (6) separate Key Performance Indicators (as defined
in Section 16) ("KPIs") each for four (4) consecutive months in
any rolling twelve-month period. For the avoidance of doubt, this
right shall only apply if the failure by the Sub-Administrator to
meet the Service Level (as defined in Section 16) as defined in
the relevant KPI is not (a) the result of a Force Majeure Event,
(b) caused by BGFA or a direct result of a specific request by
BGFA, (c) a direct result of a specific request by a duly
authorized agent of BGFA, (d) caused by a third party other than
an agent of the Sub-Administrator or (e) the result of agreement
by the Parties;
(ii) of a material breach of a material provision of this Agreement;
- 4 -
(iii) the Board of the Trust votes to liquidate a Portfolio and
terminate its registration with the Securities and Exchange
Commission other than in connection with a merger or acquisition
of a Portfolio or the Portfolio's investment adviser;
(iv) Barclays Global Investors, N.A. 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) BGFA may terminate this Agreement if the Investment Management
Agreement between BGFA and the Trust is terminated and no
successor agreement between BGFA and the Trust for the provision
of administrative services is subsequently executed within 90
days after the termination of such Investment Management
Agreement between BGFA and the Trust;
provided that BGFA shall not exercise its rights under
subsections (b)(i) or (ii) above unless BGFA has first provided
written notice to the Sub-Administrator of its intent to
terminate under such subsection, and the Sub-Administrator:
(1) does not present a plan to remedy or cure the KPI or
breach(es) that is reasonably acceptable to BGFA, which plan will
be provided as soon as practicable, and in any event not later
than ten (10) days after such notice, and (2) has not made
substantial progress toward curing or remedying that KPI or
breach(es) in material respects to the reasonable satisfaction of
BGFA, within thirty (30) days of presenting such plan to BGFA.
(c) Notice of Basis for Termination. BGFA shall advise the
Sub-Administrator of any service level, practice, policy, circumstance or any
breach by the Sub-Administrator of which it becomes aware from time to time
that, if unaddressed, would permit the termination of this Agreement under any
of the basis set forth in Section 8(b).
9. Transition Assistance.
(a) In the event BGFA terminates this Agreement with respect to the
Trust or any Portfolio in accordance with Section 8, or upon the expiration of
the Initial Term or any Renewal Term and non-renewal of this Agreement:
(i) the Sub-Administrator will immediately upon receipt of notice of
termination or non-renewal, commence and prosecute diligently to completion the
transfer of all property and the delivery of all assets of BGFA and the
Portfolios as to which this Agreement is terminated, duly endorsed, and all
records maintained under the terms hereof and of the Service Level
Agreement(s), directly to the successor administrator selected by BGFA or the
Trust, as applicable ("Transfer");
(ii) the Sub-Administrator will provide such reasonably necessary
transition assistance, as described below in this Section 9 (the "Transition
Assistance"). The
- 5 -
Sub-Administrator will fully cooperate with BGFA and will provide such
reasonable assistance as directed by BGFA to effectively transition the
services provided by the Sub-Administrator to BGFA under this Agreement to a
successor entity (or entities) as designated by BGFA in its sole discretion,
including but not limited to using its commercially reasonable efforts to
provide for an orderly transition of funds from the Sub-Administrator's custody
to the successor's custody. During such transition period, BGFA will continue
to pay the Sub-Administrator the fees applicable to such services set forth in
the then-current Fee Schedule, plus an amount calculated based on additional
time and materials outside the usual services provided under this Agreement and
required to effect the conversion of the services to a successor service
provider. The Sub-Administrator shall provide Transition Assistance for a
period of up to twenty-four (24) months as requested by BGFA;
(iii) the Sub-Administrator and BGFA shall negotiate in good faith to
agree on a plan for the orderly transition of BGFA and the Trust to a successor
service provider by no later than sixty (60) days after the date of termination
or non-renewal;
(iv) BGFA shall, in the event Transition Assistance is required for
more than twenty-four (24) months from the date of termination, pay the
Sub-Administrator an annual bonus on a monthly basis in an amount equal to 5%
of the aggregate fees being charged as of the date of termination; and
(v) BGFA and the Sub-Administrator will take all reasonably necessary
steps as mutually agreed by the Parties, to assure the retention of key
employees of the Sub-Administrator involved in the provision of Transition
Assistance.
(b) Release. Upon Transfer of a Portfolio or completion of the
Transition Assistance, as the case may be, the Sub-Administrator shall be
released from any and all further obligations under this Agreement with respect
to the Portfolio as to which this Agreement is terminated; provided that the
Sub-Administrator shall continue to be responsible for services normally
provided by administrators post-conversion in the normal course of business at
the Sub-Administrator's then current rates.
10. Survival. Notwithstanding anything to the contrary in this Agreement,
each Party's obligations under Section 5 (Books and Records / Intellectual
Property), Section 6 (Indemnification and Liability), Section 9 (Transition
Assistance), Section 11 (Confidentiality), Section 14 (Governing Law /
Proceedings), Section 16 (Service Levels) and Section 18 (Dispute Resolution)
hereof shall continue and remain in full force and effect after the termination
of this Agreement.
11. Confidentiality. Both Parties agree that any non-public information
obtained hereunder concerning the other Party or the Trust is confidential and
may not be disclosed to any other person without the consent of the other Party
(or BGFA with respect to non-public information concerning the Trust), except
as may be required by applicable laws or regulations or at the request of a
governmental agency. The Parties further agree that a breach of this provision
would irreparably damage the other Party or the Trust, as applicable, and
accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity and
- 6 -
without bond or other security, to an injunction or injunctions to prevent
breaches of this provision.
12. Notice. Any notice or other instrument in writing authorized or required
by this Agreement to be given to either Party will be sufficiently given if
addressed to such Party and delivered, via registered U.S. Mail or facsimile
with written confirmation via registered U.S. Mail, to it at its office at the
address set forth below; namely:
(a) In the case of notices sent to BGFA to:
Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Legal Department
(b) In the case of notices sent to the
Sub-Administrator to:
State Street Bank and Trust Company
------------------------------------
------------------------------------
Attention: ------------------------
13. Assignment. This Agreement shall extend to and shall be binding upon the
Parties hereto and their respective successors and permitted assigns; provided,
however, that this Agreement shall not be assignable without the written
consent of the other Party.
14. Governing Law / Proceedings.
(a) Governing Law. This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts, without regard to its conflict
of laws provisions.
(b) Proceedings. The Sub-Administrator shall advise BGFA of all legal
proceedings that would have a material adverse impact on the
Sub-Administrator's ability to provide the services contemplated by this
Agreement.
15. Miscellaneous.
(a) Neither the Sub-Administrator nor any Sub-Administrator Personnel
are authorized to make any representation concerning the shares of the Trust,
or its Portfolios without prior written consent, except those contained in the
then current Registration Statement, copies of which will be supplied to the
Sub-Administrator as described above; and the Sub-Administrator shall have no
authority under this Agreement to act as agent for the Trust, or its Portfolios
or for BGFA, except where necessary to perform specific services under this
Agreement.
- 7 -
(b) Additional Portfolios. In the event the Trust establishes one or
more series or classes of shares in addition to the Portfolios listed on
Appendix A hereto with respect to which BGFA desires to have the
Sub-Administrator render services pursuant to this Agreement, BGFA shall notify
the Sub-Administrator in writing, and, unless the Sub-Administrator declines in
writing to provide such services within three (3) days after receipt of such
notification, Appendix A shall be amended to include the new series or class of
shares.
(c) This Agreement may be amended or modified only by a written
instrument executed by both Parties, except as provided in Section 15(b) above.
(d) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
(e) The Sub-Administrator and BGFA may from time to time be parties to
agreements in addition to this Agreement. The terms of this Agreement shall not
be applicable to, or otherwise affect, the relationship of the
Sub-Administrator and BGFA under such other agreements unless specifically
agreed to therein by the Sub-Administrator and BGFA. Further, nothing in this
Agreement shall limit the obligations of the Sub-Administrator or the
liabilities of the Sub-Administrator for any act or omission of the
Sub-Administrator either herein or under any other agreement pursuant to which
the Sub-Administrator provides, in any capacity, services to or on behalf of,
the Trust or any Portfolio.
16. Service Levels. "Key Performance Indicators" or "KPIs" mean the targets
for specific key Service Levels specified in Appendix C hereto; and "Service
Levels" means the service levels set out in the Service Level Agreement(s) to
which the Sub-Administrator, BGFA, Barclays Global Investors, N.A. and/or the
Trust are parties.
(a) Service Credits. Only during the period in which the
Sub-Administrator is providing Transition Assistance:
(i) In the event the Sub-Administrator fails to meet the criteria
defined in the relevant Key Performance Indicator for two consecutive months,
BGFA shall receive a "Service Credit". "Service Credit" shall mean: a five
percent (5%) reduction of fees, only for the service to which the uncured KPI
relates, for the month in which the uncured KPI failures occurred, and only for
the Portfolio affected by the uncured KPI failures. For avoidance of doubt,
this right shall only apply if the failure by the Sub-Administrator to meet the
Service Level as defined in the relevant KPI is not (A) the result of a Force
Majeure Event, (B) caused by BGFA or a direct result of a specific request by
BGFA, (C) a direct result of a specific request by an agent of BGFA, (D) caused
by a third party other than an agent of the Sub-Administrator or (e) the result
of agreement by the Parties.
(ii) Service Credits shall be calculated on a monthly basis, and the
Service Credits shall be payable as an offset against current or future fees
owed by BGFA, and upon termination, expiration or non-renewal of this
Agreement, all unused Service Credits shall be paid in cash to BGFA.
- 8 -
(iii) The Sub-Administrator shall not be deemed to have failed to
meet a monthly KPI where such failure arises from a single underlying cause
that is promptly remedied by the Sub-Administrator, without the occurrence of
which, the Sub-Administrator would not have failed to meet that KPI in that
month.
(iv) Time periods referenced in this Section 16 shall begin to run as
of the date the Sub-Administrator knows, reasonably should have known, or is
notified of the relevant failure.
(v) The Sub-Administrator shall earn back 100% of any Service Credit,
provided that the Sub-Administrator achieves the applicable KPI requirement the
failure of which led to the Service Credit for two consecutive months beginning
in the month following the month in which the Service Credit is earned. For
example, if the Sub-Administrator fails to meet a particular KPI for January
and February of a year, the Sub-Administrator shall earn back 100% of the
associated Service Credit if the Sub-Administrator meets that KPI in the months
of March and April.
(vi) The Sub-Administrator acknowledges that its failure to meet the
minimum levels set forth in the Key Performance Indicators would have a
material adverse effect on BGFA's business. The Sub-Administrator further
acknowledges that the Service Credits represent a reduction in the fees payable
by BGFA hereunder which, in turn, reflects the Sub-Administrator's provision of
a lower level of services than that required by BGFA. The Sub-Administrator
further acknowledges that the Service Credits are reasonably proportionate to
the loss likely to be suffered by BGFA as a result of the failure by the
Sub-Administrator to meet the applicable KPIs.
(vii) The level of Service Credits payable in any calendar year will
not exceed in aggregate 5% of the aggregate fees payable under this Agreement
for that year.
(viii) BGFA shall not be entitled to recover as part of any damages
claim any sums credited or paid as Service Credits if the damages claim arose
from a KPI failure, provided the damages to which BGFA is otherwise entitled
arose from the same services to which the KPI failure relates, for the same
Portfolio, and for the same underlying event.
(b) Customized Technology Deliverables. The Sub-Administrator will
deliver into escrow for the benefit of BGFA copies of all final requirements
documentation related to any builds, features or functionality customized for
BGFA, that are incorporated into or used in connection with the provision of
services under this Agreement (the "Requirements Documentation"), within thirty
(30) days after such builds, features or functionality have been incorporated
into or used in connection with the provision of services. Such Requirements
Documentation shall be in the form customarily produced by the
Sub-Administrator in connection with such projects generally. BGFA shall have
access to such Requirements Documentation only in the event of the termination
of this Agreement other than by reason of breach by BGFA. The Sub-Administrator
hereby grants to BGFA a worldwide, irrevocable, royalty-free, fully paid-up,
non-transferable and non-exclusive license, solely for the purpose of BGFA's or
BGFA's third party supplier assuming performance obligations for the services
previously performed by the Sub-Administrator hereunder.
- 9 -
17. Service Enhancements. The Sub-Administrator hereby commits that it will
use commercially reasonable efforts to continue to develop and provide to BGFA
service enhancements that will enable BGFA to maintain BGFA's market leader
position in product innovation, information technology, service delivery and
securities lending (collectively, "Market Efforts"). The Sub-Administrator
agrees that its Market Efforts will be and will continue to be during the
Initial Term and any Renewal Term no less favorable than those being offered at
that time by the Sub-Administrator to any other customer purchasing services of
a type substantially similar to the services provided hereunder relating to
BGFA in aggregate substantially similar in scope (even if smaller in asset
size) to the Portfolios serviced under this Agreement. The Sub-Administrator
shall, upon written request, review and have an officer of its company certify
its compliance with this section to BGFA. If the Sub-Administrator at any time
offers other customers or brokers processes, discounts and/or other cost
reduction methods or improved services more favorable than those provided to
the Sub-Administrator pursuant to this Agreement such that the foregoing terms
of this subsection become untrue, the Sub-Administrator shall promptly offer
these to BGFA prospectively from the date such more favorable terms were
offered to other customers or brokers, unless the Sub-Administrator is
prevented from doing so in a reasonable manner due to third party patent
related restrictions. The Sub-Administrator acknowledges that the requirements
of this Section 17 are a material provision of this Agreement.
18. Dispute Resolution.
(a) In the event of any dispute under this Agreement, each Party will
appoint a designated representative whose task will be to resolve the dispute
(the "Representatives"). The Representatives will have five (5) business days
to meet and discuss in good faith a resolution to the dispute. During the
course of such discussions, each Party will honor the other Party's reasonable
requests for relevant information, including but not limited to providing
copies of relevant documents. The specified format for such discussions will be
left to the discretion of the Representatives, but may include the preparation
and delivery of statements of facts or written statements of positions.
(b) If the Representatives are unable to resolve the dispute within such
five (5) day period, the Representatives will refer the dispute to their
respective CEO, President or COO (the "Managers"). Such Managers will have ten
(10) business days to meet and discuss in good faith a resolution of the
dispute. If the Managers are unable to resolve the dispute within such ten
(10) day period, the Parties may elect to extend the time for such dispute
resolution, or proceed in accordance with their respective rights under this
Agreement or otherwise.
(c) If the Parties are unable to resolve the dispute as set forth
herein, the Parties may, upon mutual agreement, seek to resolve the dispute
through mediation.
[Remainder of Page Intentionally Blank]
- 10 -
If the foregoing correctly sets forth the agreement between BGFA and the
Sub-Administrator, please so indicate by signing and returning to BGFA the
enclosed copy hereof.
Very truly yours,
BARCLAYS GLOBAL FUND ADVISORS
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
ACCEPTED as of the date
set forth above:
STATE STREET BANK AND TRUSTCOMPANY
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
[Signature Page to Sub-Administration Agreement]
Appendix A
Sub-Administration Agreement
Portfolios of Barclays Foundry Investment Trust
LifePath (R) Retirement Index Portfolio
LifePath (R) 2010 Index Portfolio
LifePath (R) 2020 Index Portfolio
LifePath (R) 2030 Index Portfolio
LifePath (R) 2040 Index Portfolio
Dated :
-----------
- A-1 -
Appendix B
Sub-Administration Agreement
Administrative Services to be Provided by State Street Bank and Trust Company
(the "Sub-Administrator")
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------ ------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
Monitor portfolio compliance X Perform tests of certain Continuously monitor A/C* - Provide
in accordance with the specific portfolio portfolio activity and consultation as needed
current Registration activities against Portfolio operations in on compliance issues.
Statement. compliance checklists conjunction with Act,
designed from provisions Registration Statement
Frequency: Daily of the Registration and any other applicable
Statement. Follow-up on Laws and regulations.
potential violations. Monitor testing results
and approve resolution
of compliance issues.
Provide compliance summary X Provide a report of Review report. A/C - Provide
package. compliance testing consultation as needed.
results.
Frequency: Bi-Monthly
Perform asset diversification X Perform asset Continuously monitor A - Provide consultation
testing to establish diversification tests at portfolio activity in as needed in
qualification as a RIC. each tax quarter end. conjunction with IRS establishing positions
Follow-up on issues. requirements. Review to be taken in tax
Frequency: Quarterly test results and take treatment of particular
any necessary action. issues. Review quarter
Approve tax positions end tests on a current
taken. basis
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
Frequency: Quarterly 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.
issues.
--------
* BGFA may request that services with the notation "A" be provided by Trust
auditors and that those with the notation "C" be provided by Trust legal
counsel.
- B-1 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------- ------------------------
Monitor the Portfolios' X Monitor actual expenses Provide asset level C/A - Provide
expense budget. updating budgets/ projections quarterly. consultation as
expense accruals. Provide vendor requested.
Frequency: Quarterly information as
necessary. Review
expense analysis and
approve budget revisions.
Prepare the Portfolios' X Prepare expense budget. Provide asset level
annual expense budget. Notify fund accounting projections and vendor
Establish daily accruals. of new accrual rates. fee information. Approve
expense budget.
Frequency: Annually
Receive and coordinate X Propose allocations of Approve invoices and
payment of Portfolio expenses. invoices among allocations of payments.
Portfolios and obtain Send invoices to
Frequency: As often as authorized approval to Sub-Administrator in a
necessary process payment. timely manner.
Calculate periodic dividend X Calculate amounts Establish and maintain C - Review dividend
rates to be declared in available for dividend and resolutions in
accordance with management distribution. Coordinate distribution policies. conjunction with Board
guidelines. review by management Approve distribution approval.
and/or auditors. Notify rates per share and A - Review and concur
Frequency: According to fund accounting, custody aggregate amounts. with proposed
dividend policy and transfer agent of Obtain Board approval distributions
authorized dividend when required.
rates in accordance with
Board approved policy.
(Report dividends to
Board as required.)
Deliver dividend rates
via file to BGFA ftp
site.
Review the multi-class X Calculate dividends in Review and approve C/A - Review and approve
dividend calculation accordance with dividend calculation dividend calculation
procedures. Calculate methodology for each methodologies for each methodology for each
periodic dividend rates to be class to ensure class. Approve class of shares. Provide
declared in accordance with consistency with Rule distribution rates per consultation as
management guidelines. 18f-3 and the private share and aggregate requested.
letter ruling or amounts. Obtain Board
Frequency: According to published ruling. approval when required.
dividend policy 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.
Report dividends to
Board as required.
- B-2 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------ ------------------------
Calculate total return X Provide SEC total return Review total return
information on Portfolios as calculations via file to information.
defined in the current BGFA ftp site.
Registration Statement.
Frequency: Monthly
Calculate gross returns (SEC X Provide gross return Review gross return
returns grossed up for calculations. information.
expenses)
Frequency: Monthly
Calculate returns for X Provide index return Review index return
appropriate broad-based calculations. information.
securities market index (as
defined in Instruction 5 to
Item 22(b)(7) of Form N-1A,
for any Portfolio, as may
from time to time be
requested by BGFA
Frequency: No more frequently
than monthly
Prepare responses to major X Prepare, coordinate as Identify the services to
industry questionnaires. necessary, and submit which the Funds report.
responses to the Provide information as
Frequency: As often as appropriate agency. requested.
necessary
Prepare Independent Trustee X N/A Summarize amounts paid
Form 1099-Misc. to trustees during the
calendar year. Prepare
Frequency: Annually and mail Form 1099-Misc.
FINANCIAL REPORTING
Prepare financial information X Prepare selected Review financial
for presentation to Trust portfolio and financial information.
management and Board of information for
Trustees. inclusion in Board
material.
Frequency: Quarterly
- B-3 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------ ------------------------
Coordinate the annual audit X Coordinate the creation Provide past financial A - Perform audit and
and semi-annual preparation of templates reflecting statements and other issue opinion on annual
and printing of financial client-selected information required to financial statements.
statements and notes with standardized appearance create templates,
management, fund accounting and text of financial including report style A/C - Review reports.
and the Portfolio auditors. statements and and graphics. Approve
footnotes. Draft and format and text as
Frequency: Annually/ manage production cycle. standard. Approve
semi-annually Coordinate with the production cycle and
Sub-Administrator fund assist in managing to
accounting the the cycle. Coordinate
electronic receipt of review and approval by
portfolio and general portfolio managers of
ledger information. portfolio listings to be
Assist in resolution of included in financial
accounting issues. Using statements. Prepare
templates, draft appropriate management
financial statements, letter and coordinate
coordinate auditor and production of Management
management review, and Discussion and Analysis.
clear comments. Review and approve
Coordinate printing of entire report. Make
reports and XXXXX appropriate
conversion with outside representations in
printer and filing with conjunction with audit.
the SEC via XXXXX.
LEGAL
Prepare agenda and Board X Maintain annual calendar Review and approve board C - Review agenda,
materials for quarterly Board of required quarterly materials and board and resolutions, board
meetings. and annual approvals. committee meeting material and board and
Prepare agenda, minutes. committee meeting
Frequency: Quarterly resolutions and other minutes. Ensure Board
Board materials for material contains all
quarterly Board required information
meetings. Prepare that the Board must
supporting information review and/or approve to
and materials when perform their duties as
necessary. Assemble, Trustees.
check and distribute
books in advance of
meeting. Attend Board
and committee meetings
and prepare minutes.
- B-4 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------- -------------------------
Prepare and file Form N-SAR. X Prepare form for filing. Provide appropriate C - Review initial
Obtain any necessary responses. Review and filing.
Frequency: Semi-annually supporting documents. authorize filing. A - Provide annual audit
File with SEC via XXXXX. internal control letter
to accompany the annual
filing.
Prepare amendments to 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 financial with outside printers
highlights, expense tables, the Xxxxx conversion,
ratios) filing with the SEC and
printing of Registration
Statement.
Prepare Registration X Prepare Registration Review and approve. C - Review and approve
Statement supplements. Statement supplements. filings.
File with the SEC via A/C - Provide consents
Frequency: As often as XXXXX. Coordinate as appropriate.
required printing of supplements.
Preparation and filing of X Accumulate capital stock Review and approve C - Approve 24f-2 Notice.
24f-2 Notice. information and draft filing. A - Review informally
Form 24f-2 Notice. File when requested
Frequency: Annually approved Form with SEC
via XXXXX.
Proxy Material/Shareholder X Prepare drafts of proxy Review and approve proxy. C - Review and approve
Meetings material for review, proxy.
file materials or
Frequency: As needed coordinate filing with
SEC and coordinate
printing. Assist proxy
solicitation firm and
prepare scripts. Attend
meeting and prepare
minutes.
Assist in updating of X Make filing of fidelity Obtain required fidelity
fidelity bond insurance bond insurance material bond insurance coverage.
coverage. with the SEC in Monitor level of
accordance with Rule fidelity bond insurance
Frequency: Annually 17g-1 under the Act. maintained in accordance
with required coverage.
- B-5 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------- -------------------------
Respond to regulatory audits. X Compile and provide Coordinate with C - Provide consultation
documentation pursuant regulatory auditors to as needed.
Frequency: As needed (at to audit requests. provide requested
least annually) Assist client in documentation and
resolution of audit resolutions to inquiries.
inquiries.
Maintain and preserve the X Maintain and preserve
"corporate" records of each the "corporate" records
Portfolio. of the Trust.
Frequency: On-going
BLUE SKY
Maintain effective Blue Sky X Maintain records of Identify states in which C - Provide consultation
notification filings for Portfolio sales for filings are to be made. as needed on Blue Sky
states in which Fund client designated states Identify exempt issues.
management intends to solicit via PW Blue2 compliance transactions to transfer C - Provide consultation
sales of Fund shares. system. File annual agent for appropriate on product and
notification renewal exclusion from blue sky institutional exemptions.
documents and annual reporting.
sales reports.
File amendments to
increase dollar amounts
authorized for sales by
Portfolio, based upon
client instruction.
File notifications to
states for new funds
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).
File amendments to X File updated Inform Sub-Administrator C - Provide consultation
Registration Statement with Registration Statements, of filings prior to SEC as needed on Blue Sky
the applicable state supplements thereto, and filing. filing issues.
securities commissions in annual reports to
coordination with SEC filing, shareholders, if
if required. required, upon
approval/authorization
Frequency: Annual updates by client.
- B-6 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------- ------------------------ ------------------------
TAX
Prepare income tax provisions. X Calculate investment Provide transaction A - Provide consultation
company taxable income, information as as needed in
Frequency: Annually 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
differences. Track be taken. Approve year-end audit.
required information provisions.
relating to accounting
differences.
Calculate excise tax X Calculate required Provide transaction A - Provide consultation
distributions distributions to avoid information as as needed in
imposition of excise tax. requested. Identify establishing positions
Frequency: Annually . Calculate capital PFICs. Approve tax to be taken in tax
gain net income accounting positions to treatment of particular
and foreign be taken. Review and issues. Review and
currency approve all income and concur with proposed
gain/loss through distribution distributions per share.
October 31. calculations, including
projected income and
. Calculate dividend shares. Approve
ordinary income distribution rates per
and distributions share and aggregate
through a amounts. Obtain Board
specified cut off approval when required.
date.
. Project ordinary
income from cut
off date to
December 31.
. Ascertain
dividend shares.
Identify book-tax
accounting differences.
Track required
information relating to
accounting differences.
Coordinate review by
management and Portfolio
auditors. Notify custody
and transfer agent of
authorized dividend
rates in accordance with
Board approved policy.
Report dividends to
Board as required.
- B-7 -
Administrative Services Administrative Services
to be provided by Barclays Global Fund not to be provided by
Function Trust Sub-Administrator Advisors ("BGFA") Sub-Administrator
-------- ----- ------------------------ ------------------------ ------------------------
Prepare tax returns X Prepare excise and RIC Review and sign tax A - Review and sign tax
tax returns for return. return as preparer.
Frequency: Annually Portfolios. Review tax
returns and coordinate
signature thereof with a
Portfolio officer.
Prepare Form 1099 X Obtain yearly Review and approve
distribution information provided for
Frequency: Annually information. Calculate Form 1099.
1099 reclasses and
coordinate with transfer
agent.
Prepare other year-end X Obtain yearly income Review and approve
tax-related disclosures distribution information provided.
information. Calculate
Frequency: Annually disclosures (i.e.,
dividend received
deductions, foreign tax
credits, tax-exempt
income, income by
jurisdiction) and
coordinate with transfer
agent.
- B-8 -
Appendix C
Sub-Administration Agreement
Key Performance Indicators
__________, 2007
Service Category Task Criteria
------------------- ----------------------------- ----------------------------------
1 Fund Accounting Unit Value Accuracy Achieve an accuracy rate of at
least 99.8%.
2 Fund Accounting Unit Value Delivery Achieve a timeliness rate of SLA*
plus 2 hours at rate of 98%.
3 Fund Accounting Cash Projection Accuracy Achieve an accuracy rate of at
least 99.7%.
4 Fund Accounting Cash Projection Delivery Achieve a timeliness rate of SLA
plus 1 hour at a rate of at least
99%.
5 TA Distributions Delivery Distributions will be processed
into client's accounts, by Payable
Date + 2, with no more than 4
exceptions per month.
6 IT Services SWIFT 535 and 950 messages Achieve a timeliness rate of SLA
and SEI Client Holdings and plus 3 hours with no more than 4
Transactions Report Delivery exceptions per month per message
type.
7 Fund Accounting Unit Settlement Delivery Achieve a timeliness rate of SLA
plus 2 hours with no more than 4
exceptions per month.
8 Fund Accounting PRV Accuracy Achieve an accuracy rate of at
least 99.7%.
9 Corporate Actions Corporate Actions Achieve SLA requirements for these
Notification/Processing/ activities at an accuracy rate of
Posting for Vaulted Assets 99%.
10 TA Trade Wires Achieve a timeliness rate of SLA+1
hour at a rate of at least 99%.
11 TA Trust Order Flow Achieve a timeliness rate of SLA
plus 2 hours at a rate of at least
99%.
12 Directed Loan Ops Securities Loan Movements Settlement percentage of 99%.
--------
* SLA means Service Level Agreement(s).
- C-1 -
