0001193125-06-093302 Sample Contracts

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • May 1st, 2006 • Master Investment Portfolio

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT, effective as of December 31, 2002, by and among INVESTORS BANK & TRUST COMPANY (the “Bank”) and BARCLAYS GLOBAL INVESTORS, N.A. (“BGI”).

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SECURITIES LENDING AGENCY AGREEMENT BETWEEN BARCLAYS GLOBAL INVESTORS, N.A. AND MASTER INVESTMENT PORTFOLIO AND BARCLAYS GLOBAL INVESTORS FUNDS
Securities Lending Agency Agreement • May 1st, 2006 • Master Investment Portfolio • New York

AGREEMENT, dated as of ,2003, between Master Investment Portfolio and Barclays Global Investors Funds (both singly and together, the “Client”), both Delaware statutory trusts, acting on behalf of the funds listed on Schedule A hereto and any future series or portfolio of the Client (each fund, a ‘lender”), and Barclays Global Investors, N.A., a national banking association (“BG1”).

Mr. Michael Latham Barclays Global Investors San Francisco, CA 94105
Master Investment Portfolio • May 1st, 2006

Re: The Custodian Contract (as amended, the “Custodian Contract”) between Investors Bank & Trust Company (“Custodian”) and Master Investment Portfolio (the “Client”)

AMENDMENT AGREEMENT
Amendment Agreement • May 1st, 2006 • Master Investment Portfolio

AMENDMENT AGREEMENT, effective as of September 1, 2004, by and among BARCLAYS GLOBAL INVESTORS, N.A. (“BGI”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

AMENDMENT AGREEMENT
Amendment Agreement • May 1st, 2006 • Master Investment Portfolio

AMENDMENT AGREEMENT, effective as of September 1, 2004, by and among MASTER INVESTMENT PORTFOLIO, a Delaware business trust (the “Trust”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

AMENDMENT AGREEMENT
Amendment Agreement • May 1st, 2006 • Master Investment Portfolio

AMENDMENT AGREEMENT, effective as of June 1, 2001, by and among MASTER INVESTMENT PORTFOLIO, a Delaware business trust (the “Trust”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

PLACEMENT AGENCY AGREEMENT MASTER INVESTMENT PORTFOLIO
Placement Agency Agreement • May 1st, 2006 • Master Investment Portfolio • Delaware

THIS AGREEMENT is made as of March 31, 2003, by and between MASTER INVESTMENT PORTFOLIO, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Master Portfolio” and collectively, the “Master Portfolios”), and SEI INVESTMENTS DISTRIBUTION CO., a Pennsylvania corporation (the “Placement Agent”). Absent written notification to the contrary by either the Trust or the Placement Agent, each new investment portfolio established in the future shall automatically become a “Master Portfolio” for all purposes hereunder and shares of beneficial interest established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT Master Investment Portfolio
Administration Agreement • May 1st, 2006 • Master Investment Portfolio • Delaware

This amends and restates the Administration Agreement, dated April 1, 2003, between Master Investment Portfolio (the “Trust”) and Barclays Global Investors, N.A. (“BGI”), and confirms the agreement between the Trust on behalf of its master portfolios listed in the attached Appendix A, as such Appendix may be amended from time to time (collectively, the “Master Portfolios”) and BGI. Absent written notification to the contrary by either the Trust or BGI, each new master portfolio of the Trust established in the future shall automatically become a “Master Portfolio” for all purposes hereunder and shall be added to Appendix A with the Administration Fee specified for the Master Portfolio in the Trust’s then effective Registration Statement filed by the Trust under the Investment Company Act of 1940, as amended (the “Act”).

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MASTER INVESTMENT PORTFOLIO
Master Investment Portfolio • May 1st, 2006

The undersigned, being at least a majority of the Board of Trustees of Master Investment Portfolio, a Delaware statutory trust (the “Trust”), acting pursuant to Article X, Section 8 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated January 3, 1994, as amended (the “Declaration”), and pursuant to Section 3806 of the Delaware Statutory Trust Act do hereby amend the Declaration as follows, such amendment to become effective upon execution:

MASTER INVESTMENT PORTFOLIOS Master Advisory Fee Waiver Agreement
Waiver Agreement • May 1st, 2006 • Master Investment Portfolio • California

This MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”), is made effective as of the 1st day of May, 2006, by and between Barclays Global Fund Advisors (the “Adviser”) and Master Investment Portfolio (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each, a “Master Portfolio”).

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