Exhibit (h)(13)
BARCLAYS GLOBAL INVESTORS FUNDS
MASTER INVESTMENT PORTFOLIOS
Independent Expense Reimbursement Agreement
This Independent Expense Reimbursement Agreement (this "Agreement") is entered
into as of March 19, 2009 by and between Master Investment Portfolio ("MIP"),
Barclays Global Investors Funds ("BGIF"), Barclays Global Fund Advisors
("BGFA") and Barclays Global Investors, N.A. ("BGI")
Reference is made to the Administration Agreement between BGIF and BGI (the
"BGIF Administration Agreement") and the Administration Agreement between MIP
and BGI (the "MIP Administration Agreement" referred to together with the BGIF
Administration Agreement as the "Administration Agreements"), pursuant to which
BGI serves as Administrator for BGIF and MIP. In addition, BGFA and MIP, on
behalf of the series of MIP, are parties to investment advisory agreements (the
"Advisory Agreements"), pursuant to which BGFA provides investment advisory
services to such series and receives compensation for such services at the
rates set forth in the Advisory Agreements (each, an "Advisory Fee").
Under the Administration Agreements, BGI is not required to bear the cost of
(1) the compensation of the Trustees who are not "interested persons" (as
defined in the Investment Company Act of 1940, as amended) of MIP or BGIF
("Independent Trustees"), (2) travel expenses of the Independent Trustees in
connection with their attendance at board and other meetings relating to MIP or
BGIF, as applicable, (3) fees and expenses of legal counsel for the Independent
Trustees, and (4) fees and expenses of the independent auditors of BGIF and MIP
(collectively, the "Independent Expenses").
Notwithstanding the BGIF Administration Agreement, BGI hereby agrees to
reimburse, or provide an offsetting credit against fees it is entitled to
receive from, BGIF in an amount equal to the Independent Expenses.
Notwithstanding the MIP Administration Agreement, for those series of MIP that
pay an administration fee to BGI under the MIP Administration Agreement, BGI
hereby agrees to reimburse, or provide an offsetting credit against fees it is
entitled to receive from, those series of MIP in an amount equal to the
Independent Expenses allocable to those series.
In addition, for those series of MIP that do not pay an administration fee to
BGI under the MIP Administration Agreement, BGFA agrees to cap the expenses of
such series at the rate at which those series of MIP pay an Advisory Fee to
BGFA.
This Agreement is effective as of April 29, 2009 and shall remain in effect
until April 30, 2011, unless earlier terminated or superseded by the written
agreement of (a) MIP and BGFA with respect to MIP's Independent Expenses, or
(b) BGIF and BGI with respect to BGIF's Independent Expenses. The term of this
Agreement may be continued from year to year thereafter provided that each such
continuance is specifically approved by MIP, BGIF, BGFA and BGI. None of MIP,
BGIF, BGFA or BGI shall be obligated to extend the term of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the day and year first above written.
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ H. Xxxxxxx Xxxxxxxx
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H. Xxxxxxx Xxxxxxxx
Title: Managing Director
BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/ Xxx Xxxxxxxxx
-----------------------------------
Xxx Xxxxxxxxx
Title: Managing Director
By: /s/ H. Xxxxxxx Xxxxxxxx
-----------------------------------
H. Xxxxxxx Xxxxxxxx
Title: Managing Director
BARCLAYS GLOBAL INVESTORS FUNDS
on behalf of each FUND
By: /s/ H. Xxxxxxx Xxxxxxxx
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H. Xxxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
MASTER INVESTMENT PORTFOLIO on behalf of
each PORTFOLIO
By: /s/ H. Xxxxxxx Xxxxxxxx
-----------------------------------
H. Xxxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
