EXHIBIT 99.B9(a)
CO-ADMINISTRATION AGREEMENT
Master Investment Portfolio
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
October 21, 1996
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Barclays Global Investors, N.A.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This will confirm the agreement among Master Investment Portfolio (the
"Trust") on behalf of its Master Portfolios listed in the attached Appendix A;
as such Appendix may be amended from time to time (each, a "Master Portfolio"
and, collectively, the "Master Portfolios"), Barclays Global Investors, N.A.
("BGI") and ▇▇▇▇▇▇▇▇ Inc. ("▇▇▇▇▇▇▇▇", together with BGI, the "Co-
administrators") 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
Master 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 (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "Act"). Copies of the Registration Statement, as most recently
amended, have been furnished to the Co-administrators. Any amendments to the
Registration Statement shall be furnished to the Co-administrators promptly.
2. The Trust is engaging the Co-administrators 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. Pursuant
to advisory contracts between the Trust and Barclays Global Fund Advisors (the
"Adviser") on behalf of each Master Portfolio, the Trust has engaged the Adviser
to manage the investing and reinvesting of the assets of the Master Portfolios
and to provide advisory services as specified in such advisory contracts.
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3. The Co-administrators agree, at their expense, to supervise the
administrative operations and undertake to provide, or cause to be provided, the
services described on Appendix B, as 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 Master Portfolios, and take
all reasonable action in the performance of their 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 Master Portfolios, other than those services that are to be
provided by the Adviser pursuant to the advisory contracts and by the Trust's
transfer and dividend disbursing agent and custodian.
4. Except as provided in the advisory contracts on behalf of each of the
Trust's Master Portfolios and in this agreement, and only for so long as the Co-
administrators are entitled to compensation for providing co-administration
services to a feeder fund that invests substantially all of its assets in a
corresponding Master Portfolio, the Co-administrators agree to bear such feeder
fund's pro rata portion of the costs of the operations of such Master Portfolio,
including, but not limited to, its pro rata portion of the compensation of the
Trust's trustees who are not affiliated with the Adviser, the Co-administrators
or any of their affiliates; governmental fees; interest charges; taxes; 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 Parts A or B, interestholders' 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; fees and expenses of any custodian and fund
accountant, including those for keeping books and accounts and calculating the
net asset value per interest of the Master Portfolios; expenses of
interestholders' meetings; expenses relating to the issuance, registration,
qualification and redemption of interests of the Master Portfolios; any pricing
services; and organizational expenses. Notwithstanding anything to the
contrary, the Co-administrators shall not be required to bear any portion of
brokerage fees payable to the Adviser under its advisory contracts with the
Trust and other expenses connected with the execution of portfolio securities
transactions, litigation expenses, taxes (including income, excise, transfer and
withholding taxes) or cost or expense that a majority of the disinterested
trustees of the Trust deems to be an extraordinary expense. Expenses
attributable to one or more, but not all, of the Master Portfolios shall be
charged against the assets of the relevant Master Portfolios. General expenses
of the Trust shall be allocated among the Master Portfolios in a manner
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proportionate to the net assets of each Master Portfolio, on a transactional
basis or on such other basis as the Board of Trustees deems equitable.
5. Each Co-administrator shall exercise reasonable care and shall give the
Trust the benefit of the Co-administrator's best judgment and efforts in
rendering services under this agreement. As an inducement to the Co-
administrators' undertaking to render services hereunder, the Trust agrees that
a Co-administrator shall not be liable under this agreement for any mistake in
judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this agreement shall be deemed to protect or purport to
protect the Co-administrator against any liability to the Trust or its
interestholders to which the Co-administrator would otherwise be subject by
reason of willful misfeasance, bad faith or negligence in the performance of the
Co-administrators' duties under this agreement or by reason of reckless
disregard of its obligations and duties hereunder.
6. The Co-administrators shall not be entitled to compensation for
providing administrative services to a Master Portfolio so long as the Co-
administrators are entitled to receive fees for providing similar services to a
feeder fund of another registered investment company that invests all of its
assets in the Master Portfolio.
7. This agreement shall become effective on its execution date.
Thereafter, this agreement shall continue with respect to a Master Portfolio for
successive annual periods only so long as the continuance is specifically
approved at least annually (a) by the vote of a majority of the Master
Portfolio's outstanding voting securities (as defined in the Act) or by the
Trust's Board of Trustees and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Trust's trustees who are not
parties to this contract or "interested persons" (as defined in the Act) of any
such party. This contract may be terminated at any time by the Trust without
the payment of any penalty, by a vote of a majority of the Master Portfolio's
outstanding voting securities (as defined in the Act) or by a vote of a majority
of the Trust's entire Board of Trustee's on 60 days' written notice to the Co-
administrators, or by the Co-administrators on 60 days' written notice to the
Trust. This contract shall terminate automatically in the event of its
assignment (as defined in the Act).
8. Except to the extent necessary to perform the Co-administrators'
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Co-administrators, or any affiliate of the Co-
administrators, or any employee of the Co-administrators, 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 or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
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9. This agreement shall be governed by and construed in accordance with
the laws of the State of Arkansas.
10. The Trust hereby agrees and acknowledges that each Co-administrator
may allocate or further delegate responsibility for any or all of the services
to be provided hereunder, as listed on Appendix B hereto, between each Co-
administrator; provided that the Co-administrators shall have joint and several
liability for the provision of the services under this agreement, except that
BGI or ▇▇▇▇▇▇▇▇ each agree to assume sole responsibility, and related liability
thereto, for providing the duties and services identified as the sole
responsibility of BGI or ▇▇▇▇▇▇▇▇ on such Appendix B; and, further provided that
each Co-administrator agrees to remain fully liable to the Trust for the
provision of any service that such Co-administrator delegates to another entity.
12. 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.
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If the foregoing correctly sets forth the agreement between the Trust and
the Co-administrators, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
MASTER INVESTMENT PORTFOLIO,
on behalf of LifePath 2000, LifePath 2010,
LifePath 2020, LifePath 2030, LifePath
2040, Asset Allocation, Bond Index, S&P
500 Index, and U.S. Treasury Allocation
Master Portfolios
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Chief Operating Officer,
Secretary and Treasurer
ACCEPTED as of the date
set forth above:
BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice Chairman
BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Principal
▇▇▇▇▇▇▇▇ INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
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Appendix A
Master Investment Portfolio
---------------------------
LifePath 2000 Master Portfolio
LifePath 2010 Master Portfolio
LifePath 2020 Master Portfolio
LifePath 2030 Master Portfolio
LifePath 2040 Master Portfolio
Asset Allocation Master Portfolio
Bond Index Master Portfolio
Money Market Master Portfolio
S & P 500 Index Master Portfolio
U.S. Treasury Allocation Master Portfolio
Extended Index Master Portfolio
U.S. Equity Index Master Portfolio
Dated: October 21, 1996
as amended: June 11, 1998 to include the Money Market Master Portfolio
as amended: October 28, 1998 to include the Extended Index and U.S. Equity
Index Master Portfolios
A-1
Appendix B
Master Investment Portfolio
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LIST OF ADMINISTRATIVE SERVICES
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▇▇▇▇▇▇▇▇ Inc.
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(1) Review agenda and assemble Board materials for quarterly Board meetings;
prepare supporting information when necessary; prepare minutes of Board and
committee meetings.
(2) Review and approve Board material.
(3) Provide expense budgets.
(4) Monitor actual expenses and update budgets/expense accruals as necessary.
(5) Review and authorize filing of Forms N-SAR.
(6) Maintain records of sales and file appropriate registrations and renewals,
sales information and other required material for Blue Sky purposes.
(7) Review and provide advice to the distributor and the Trust on behalf of the
Master Portfolios and investment adviser regarding sales literature and
marketing plans to assure regulatory compliance.
Barclays Global Investors
-------------------------
(8) Continuously monitor portfolio activity and related functions in
conjunction with all applicable regulatory requirements. Take corrective
action as necessary.
(9) Identify the services to which the Funds report performance information.
Provide information as requested on performance questionnaires.
(10) Prepare appropriate management letter and coordinate production of
Management Discussion and Analysis, with respect to the preparation and
printing of shareholder reports.
B-1
(11) Coordinate review and approval by portfolio managers of portfolio listings
to be included in financial statements, with respect to the preparation and
printing of shareholder reports.
(12) Prepare selected portfolio and financial information for inclusion in Board
material.
(13) Assist in presentation to Board as desired by Fund Officer(s).
(14) Calculate total return information and other statistical information
including undistributed income and capital gains with respect to condensed
financial information for review by management.
(15) Perform tests of specific portfolio activities against compliance
checklists designed from the provisions of the Masters' and Money Market
Fund's current Prospectus and SAI.
(16) Calculate dividend amounts available for distribution.
(17) Coordinate review of dividend amounts by management and auditors.
(18) Notify fund accounting and transfer agent of authorized dividends rates.
(19) Prepare responses to various performance questionnaires; coordinate as
necessary, and submit responses to the appropriate agency;
(20) Prepare Forms N-SAR for filing; obtain any necessary supporting documents;
file with the SEC via ▇▇▇▇▇.
(21) Draft semi-annual and annual shareholder reports and coordinate auditor and
management review.
(22) Coordinate printing of reports and ▇▇▇▇▇ conversion with outside printer
and filing with the SEC via ▇▇▇▇▇.
(23) Provide information for Financial Highlights and expense tables.
(24) Continuously monitor portfolio activity regarding diversification in
conjunction with IRS requirements for registered investment companies.
(25) Continuously monitor portfolio activity regarding "short short" income and
qualifying income in conjunction with IRS requirements for registered
investment companies.
B-2
▇▇▇▇▇▇▇▇ Inc. and Barclays Global Investors
-------------------------------------------
(26) Prepare, or assist in the preparation, and file with the SEC and state
securities regulators, if applicable, registration statements, notices,
reports, and other material required to be filed under applicable laws.
(27) Review financial information and take any necessary action.
(28) Develop and implement procedures for monitoring compliance with regulatory
requirements and compliance with each Master Portfolio's investment
objective, policies and restrictions as established by the Trust's Board,
perform compliance testing and approve resolution of compliance issues.
(29) Approve dividend rates; obtain Board approval when required.
(30) Determine allocation of invoices among funds. Authorize and send to fund
accountants for payment of expenses.
(31) Coordinate activities of other vendors as necessary.
(32) Provide appropriate responses to Forms N-SAR.
(33) Provide marketing input of shareholder report style and graphics.
(34) Review and approve entire shareholder report.
(35) Review drafts and coordinate review process of Forms N-1A updates and
prospectus supplements.
(36) Coordinate printing, ▇▇▇▇▇ conversion, and filing with the SEC with outside
printers of Forms N-1A.
(37) Maintain and preserve the corporate records of the Company, including each
Master Portfolio.
(38) Make appropriate representations in conjunction with audit.
(39) Review diversification test results and corrective actions taken, with
respect to qualifications as a registered investment company.
B-3
(40) Approve tax positions taken regarding qualification as a registered
investment company.
(41) Review "short short" income and qualifying income test results and
corrective actions taken, with respect to qualifications as a registered
investment company.
(42) Approve tax positions taken regarding "short short" income and qualifying
income, with respect to qualifications as a registered investment company.
(43) Approve tax accounting positions to be taken.
(44) Approve distributions
(45) Review tax returns and coordinate signature thereof with a Fund Officer.
Approved: October 21, 1996
Signed: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇ Signed: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
---------------------- -----------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Managing Director Vice President
Barclays Global ▇▇▇▇▇▇▇▇, Inc.
Investors, N.A.
Signed: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Principal
Barclays Global
Investors, N.A.
Signed: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Chief Operating Officer
Master Investment Portfolio
B-4
