SUB-ADMINISTRATION AGREEMENT
Exhibit
(h.5)
THIS
AGREEMENT is made as of the 27
day
of
April
2006,
between PAYPAL ASSET MANAGEMENT, INC., a Delaware corporation (“Administrator”),
and Barclays Global Investors, N.A. (“BGI”), a national banking
association.
WITNESSETH:
WHEREAS,
the Administrator provides administrative services to the PayPal Funds (the
“Trust”), which has registered with the Securities and Exchange Commission
(“SEC”) as an open-end series management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
PayPal Money Market Fund (the “Fund”) is a series of the Trust; and
WHEREAS,
BGI provides administrative services to the Money Market Master Portfolio (the
“Master Portfolio”), a series of the Master Investment Portfolio, which has
registered with the SEC as an open-end series management investment company
under the 1940 Act; and
WHEREAS,
the Fund intends to meet its investment objective by investing in shares of
the
Master Portfolio; and
WHEREAS,
the Administrator desires to retain BGI as subadministrator for the purpose
of
performing certain services for the Fund; and
WHEREAS,
BGI is willing to serve as subadministrator on the terms and conditions
hereafter set forth;
NOW,
THEREFORE, in consideration of their mutual promises, the parties agree as
follows:
ARTICLE
1
Duties
of the Subadministrator
1.1
The
Administrator hereby employs BGI to act as subadministrator and to furnish
(or
to arrange for affiliates to furnish) the services described below for the
period and on the terms and conditions set forth in this Agreement. BGI hereby
accepts such employment and agrees during such period, at its own expense,
to
render (or to arrange for affiliates to render) such services for the
compensation provided for herein. The parties intend that BGI shall for all
purposes be deemed a subcontractor of the Administrator and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust or the Fund.
1
1.2
BGI
shall provide the Administrator with the services set forth in Schedule A and
such other incidental administrative services relating to the Fund as the
Administrator may from time to time reasonably request.
1.3
BGI
shall prepare and be responsible for filing with the SEC and any state
securities regulators requiring such filing, all shareholder reports, notices,
proxy materials (or similar materials such as voting instruction solicitation
materials), prospectuses and statements of additional information of the Master
Portfolio. BGI shall bear any costs or registration and qualification of shares,
preparation and filing of the documents listed in this Section 1, to the extent
that such costs are not borne directly by the Master Portfolio.
ARTICLE
2
Other
Obligations of the Parties
2.1
BGI
shall provide the Administrator, free of charge, with as many copies of the
current registration statement for the Master Portfolio as the Administrator
may
reasonably request.
2.2
The
Administrator shall furnish, or cause to be furnished, to BGI or its designee,
a
copy of each prospectus for the Fund or statement of additional information
for
the Fund in which the Master Portfolio or BGI is named prior to the filing
of
such document with the SEC.
ARTICLE
3
Compensation
of the Subadministrator
3.1
For
the services rendered and expenses assumed by BGI, the Administrator shall
pay
to BGI at the end of each calendar month a fee based upon the average daily
value of the net assets of the Fund at the annual rate of 0.03% of the average
daily net assets of the Fund, commencing on the date hereof.
ARTICLE
4
Duration
and Termination of this Agreement
4.1
This
Agreement shall become effective as of the date first written above and shall
remain in effect until terminated. This Agreement may be terminated by either
party for any reason at any time, without the payment of any penalty, upon
three
(3) months’ advance written notice to the other party (the “Notice Period”),
provided that such termination shall be effective upon the later to occur of
the
end of the Notice Period and full redemption by the Fund of any interests held
in the Master Portfolio.
2
ARTICLE
5
Governing
Law
5.1
This
Agreement shall be construed in accordance with the laws of the State of
California.
ARTICLE
6
Miscellaneous
6.1
The
captions in this Agreement are included for convenience of reference only and
in
no way define or delineate any of the provisions hereof or otherwise affect
their construction or effect.
6.2
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which taken together shall constitute one and the same instrument.
6.3
If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall
not
be affected thereby.
3
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first written above.
BARCLAYS
GLOBAL INVESTORS, N.A.
By:
/s/
Xxx X.
Xxxxxxxxx
Title:
Managing Director
By: /s/
Xxxxxxx
Xxxxxx
Title:
Managing Director
PAYPAL
ASSET MANAGEMENT, INC.
By:
/s/
Xxxx
Xxxxxx
Title:
Chairman
By:
/s/
Xxxxxx
Xxxx
Title:
President
4
Schedule
A
ADMINISTRATIVE
SERVICES
Maintenance
of books and records
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·
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Maintaining
an inventory and record of investments in the Master Portfolio by
the
Fund, and providing any information or assistance reasonably required
by
the Administrator or the transfer agent of the Trust to reconcile
such
inventory and record with the books and records of the
Fund.
|
|
·
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Providing
the Administrator with any information or assistance reasonably required
by the Administrator to calculate tax distributions for the
Fund.
|
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·
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Maintaining,
preparing or providing such other records relating to investments
in the
Master Portfolio by the Fund which the Administrator may reasonably
require in connection with reports relating to the Trust or the Fund
to
regulatory authorities.
|
Reports
|
·
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Preparing
and providing information reporting to the Administrator relating
to the
performance or holdings of the Master Portfolio as may reasonably
requested by the Administrator in order to provide information to
shareholders of the Fund or to determine compliance with applicable
law.
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Other
Administrative Support
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·
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Preparation
of reports or other information relating to the Fund’s investment in the
Master Portfolio that the Administrator may reasonably request be
made to
third-party reporting services.
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·
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Upon
request of the Administrator, using best efforts to require the Master
Portfolio’s independent public auditors to provide the Trust’s independent
public auditors with any assistance or cooperation reasonably requested
by
the Administrator or the Trust’s independent public auditors.
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·
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Upon
request of the Administrator, attendance at Fund Board meetings and
help
in preparing reports to the Fund’s Board (or answering questions from the
Administrator in connection
therewith).
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·
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Upon
request of the Administrator, obtaining information regarding the
Master
Portfolio and its compliance policies and procedures (to the extent
available) that it is necessary for the Administrator to obtain in
connection with the Fund’s compliance policies and
procedures.
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·
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Upon
request of the Administrator, providing any assistance the Administrator
may reasonably request in connection with responding to regulatory
inquiries on behalf of the Fund.
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