Exhibit h(5)
SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the _____ day of____, 2006, between PAYPAL
ASSET MANAGEMENT, INC., a [state] corporation ("Administrator"), and Barclays
Global Investors, N.A. ("BGI"), a national banking association.
W I T N E S S E T H:
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.
1.2. 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.
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.
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:
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Title:
By:
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Title:
PAYPAL ASSET MANAGEMENT, INC.
By:
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Title:
SCHEDULE A
ADMINISTRATIVE SERVICES
MAINTENANCE OF BOOKS AND RECORDS
o 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.
o Providing the Administrator with any information or assistance
reasonably required by the Administrator to calculate tax
distributions for the Fund.
o 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
o 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.
OTHER ADMINISTRATIVE SUPPORT
o 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.
o 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.
o 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).
o 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.
o 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.
