Exhibit (h)(14)
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
This AMENDMENT TO SUB-ADMINISTRATION AGREEMENT by and among BARCLAYS
GLOBAL INVESTORS, N.A. ("BGI"), and INVESTORS BANK & TRUST COMPANY (the
"Bank"), is effective as of January 1, 2007.
WHEREAS, BGI and Bank (together, the "Parties") entered into a
Sub-Administration Agreement dated October 21, 1996, as amended from time to
time (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendments.
(a)Section 6.1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"6.1 Term and Termination.
(a) Term. The initial term of this Agreement has been October 21,
1996 through December 31, 2005 (the "Initial Term"). The first
renewal term of this Agreement shall be January 1, 2006 through
October 31, 2009 (the "First Renewal Term"). After the expiration
of the First Renewal Term, the term of this Agreement shall
automatically renew for a second renewal term which shall be
November 1, 2009 through April 30, 2013 (the "Second Renewal
Term"), unless written notice of non-renewal is delivered by BGI
to the Bank no later than October 31, 2009. The Parties, upon
mutual agreement no later than one hundred eighty (180) days
prior to the expiration of the Second Renewal Term, may renew
this Agreement for a one-year term, with the term of the
Agreement to automatically renew for successive one-year terms
thereafter (each, including the First Renewal Term and the Second
Renewal Term, 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 a Renewal Term
other than the First Renewal Term or the Second Renewal Term.
(b) Termination. BGI may terminate this Agreement in whole or in part
(for example, as to any Portfolio) prior to the expiration of any
Renewal Term upon sixty (60) days' prior written notice in the
form of Proper Instructions specifying the date upon which
termination is to occur ("Termination Notice") in the event that
a conservator or receiver is appointed for the Bank in accordance
with 12 USC (S)1821(c) or similar and successor provisions.
(c) Further Termination. BGI may terminate this Agreement in whole or
in part (for example, as to any Portfolio) prior to the
expiration of any Renewal Term in the event:
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(i) that the Bank fails to meet the criteria defined in each of six
(6) separate Key Performance Indicators ("KPIs"), each for four
consecutive months, in any rolling twelve month period. For
avoidance of doubt, this right shall only apply if the failure by
the Bank to meet the Service Level as defined in the relevant KPI
is not (a) the result of force majeure, (b) caused by BGI or a
direct result of a specific request by BGI, (c) a direct result
of a specific request by a duly authorized agent of BGI,
(d) caused by a third party other than an agent of the Bank or
(e) the result of an agreement by the Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii)the Boards of the Portfolios vote to liquidate the Portfolios and
terminate the Portfolios' respective registration statements with
the Securities and Exchange Commission other than in connection
with a merger or acquisition of the Portfolios or the Portfolios'
investment adviser;
(iv) BGI 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) BGI may terminate this Agreement if the Administration Agreement
between BGI and MIP and the Administration Agreement between BGI
and BGIF are terminated and no successor agreements between BGI
and MIP and/or BGIF for the provision of administrative services
are subsequently executed within 90 days after the termination of
the Administration Agreement between BGI and MIP and the
Administration Agreement between BGI and BGIF;
provided that BGI shall not exercise its rights under subsections
(c)(i) or (ii) above unless BGI has first provided written notice to
the Bank of its intent to terminate under such subsection, and the
Bank: (x) does not present a plan to remedy or cure the KPI or breach
that is reasonably acceptable to BGI, which plan will be provided as
soon as practicable, and in any event not later than ten (10) days
after such notice, and (y) has not made substantial progress toward
curing or remedying that KPI or breach in all material respects to
the reasonable satisfaction of BGI, within thirty (30) days of
presenting such plan to BGI.
(d) BGI shall advise the Bank of any service level, practice, policy,
circumstance or any breach by the Bank of which it becomes aware from
time to time that, if unaddressed, would permit the termination of
the Agreement under any of the bases set forth in this Section 6.1.
(e) At any time after the termination of this Agreement, BGI may, upon
written request, have reasonable access to the records of
Sub-Administrator relating to its performance of its duties as
Sub-Administrator."
2. Miscellaneous.
a) Except as amended hereby, the Sub-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.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their respective duly authorized officers as of the day and year first
written above.
BARCLAYS GLOBAL INVESTORS, N.A. INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
------------------------------ By: ------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Managing Director Title: President
By: /s/ Xxxx Xxx
------------------------------
Name: Xxxx Xxx
Title: Principal
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