EXHIBIT 99.B6
PLACEMENT AGENCY AGREEMENT
MASTER INVESTMENT PORTFOLIO
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 25, 1994
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Master Investment Portfolio, a Delaware business
trust (the "Master Portfolio") consisting of the portfolios named on Schedule 1
hereto, as such Schedule may be revised from time to time (each, a "Master
Series"), has agreed that you shall be, for the period of this Agreement, the
exclusive placement agent for shares of beneficial interest of each Master
Series.
1. You will act as agent for the private placement of shares of each
Master Series covered by, and in accordance with, the registration statement and
prospectus then in effect under the Investment Company Act of 1940, as amended,
and will transmit promptly any orders received by you for purchase or redemption
of shares of a Master Series to the Transfer and Dividend Disbursing Agent for
the Master Portfolio of which the Master Portfolio has notified you in writing.
All orders from you shall be subject to acceptance and confirmation by the
Master Portfolio.
2. You shall act as exclusive placement agent for each Master Series'
shares in compliance with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted pursuant to the
Investment Company Act of 1940, as amended, by the Securities and Exchange
Commission or any securities association registered under the Securities
Exchange Act of 1934, as amended.
3. Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind, the
Master Portfolio's officers may decline to accept any orders for, or make any
sales of, any of the Master Series' shares until such time as they deem it
advisable to accept such orders and to make such sales and the Master Portfolio
shall advise you promptly of such determination.
4. Ownership of Master Series shares sold hereunder shall be registered
in such names and denominations as are specified in writing to the Master
Portfolio or to its agent designated for the purpose. No certificates for
shares of the Master Series will be issued.
5. The Master Portfolio agrees to pay all expenses in connection with
maintaining facilities for the issue and transfer of the Master Series' shares
and for supplying information, prices and
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other data to be furnished by the Master Portfolio hereunder, and all expenses
in connection with preparing and printing the Master Portfolio's prospectuses
and statements of additional information for regulatory purposes and for
distribution to shareholders; provided, however, that nothing contained herein
shall be deemed to require the Master Portfolio to pay any of the costs of
advertising the sale of the Master Series' shares. You shall pay all other
expenses incurred by you in connection with the sale of the Master Series'
shares as contemplated in this agreement.
6. All shares offered for sale and sold by you shall be offered for
sale and sold by you to investors at the price per share (the "offering price,"
which is the net asset value per share) specified and determined as provided in
the prospectus relating to the offering of relevant Master Series' shares for
sale. If the offering price is not an exact multiple of one cent, it shall be
adjusted to the nearest full cent. The Master Portfolio shall determine and
furnish promptly to you a statement of the offering price at least once on each
day on which the prospectus states the Master Portfolio is required to determine
the relevant Master Series' net asset value for the purpose of pricing purchase
orders. Each offering price shall become effective at the time and shall remain
in effect during the period specified in the statement. Each such statement
shall show the basis of its computation. For purposes of establishing the
offering price, the Master Portfolio shall consider a purchase order to have
been presented to it at the time it was originally entered by you for
transmission to it, provided the original purchase order and your fulfilling
order to the Master Portfolio are appropriately time stamped or evidenced to
show the time of original entry and that your fulfilling order to the Master
Portfolio is received by the Master Portfolio within a time deemed by it to be
reasonable after the purchase order was originally entered. Purchases of shares
shall be made for full and fractional shares, carried to the third decimal
place.
7. The Master Portfolio shall furnish you from time to time, for use in
connection with the sale of the Master Series' shares, such information with
respect to the Master Portfolio and the Master Series' shares as you may
reasonably request, all of which shall be signed by one or more of the Master
Portfolio's duly authorized officers; and the Master Portfolio warrants that the
statements contained in any such information, when so signed by the Master
Portfolio's officers, shall be true and correct. The Master Portfolio also
shall furnish you with copies of its reports to shareholders and such additional
information regarding a Master Series' financial condition as you may reasonably
request from time to time.
8. The Master Portfolio represents to you that all registration
statements and prospectuses filed by the Master Portfolio with the Securities
and Exchange Commission under the Investment Company Act of 1940, as amended,
with respect to the Master Series' shares have been carefully prepared in
conformity with the requirements of said Act and rules and regulations of the
Securities and Exchange Commission thereunder. As used in this agreement the
terms "registration statement" and "prospectus" shall mean any registration
statement and prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and Exchange
Commission and any amendments and supplements thereto which at any time shall
have been filed with said Commission. The Master Portfolio represents and
warrants to you that any registration statement and prospectus, when such
registration statement becomes effective, will contain all statements required
to be stated therein in conformity with said Act and the rules and regulations
of said Commission; that all statements of fact contained in any such
registration statement and prospectus will be true and correct when such
registration statement becomes effective; and that neither any registration
statement nor any prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The Master Portfolio may but shall not be obligated to propose
from time to time such amendment or amendments to any registration statement and
such supplement or supplements to any prospectus as, in the light of future
developments, may, in the opinion of the Master Portfolio's counsel,
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be necessary or advisable. If the Master Portfolio shall not propose such
amendment or amendments and/or supplement or supplements within fifteen days
after receipt by the Master Portfolio of a written request from you to do so,
you may, at your option, terminate this agreement or decline to make offers of
the Master Series' securities until such amendments are made. The Master
Portfolio shall not file any amendment to any registration statement or
supplement to any prospectus without giving you reasonable notice thereof in
advance; provided, however, that nothing contained in this agreement shall in
any way limit the Master Portfolio's right to file at any time such amendments
to any registration statement and/or supplements to any prospectus, of whatever
character, as the Master Portfolio may deem advisable, such right being in all
respects absolute and unconditional.
9. The Master Portfolio authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of the Master
Series' shares. The Master Portfolio agrees to indemnify, defend and hold you,
your several officers and directors, and any person who controls you within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which you,
your officers and directors, or any such controlling person, may incur under the
Securities Act of 1933, as amended, or under common law or otherwise, arising
out of or based upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement or any prospectus or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in either any registration statement or any
prospectus or necessary to make the statements in either thereof not misleading;
provided, however, that the Master Portfolio's agreement to indemnify you, your
officers or directors, and any such controlling person shall not be deemed to
cover any claims, demands, liabilities or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in conformity with
written information furnished to the Master Portfolio by you specifically for
use in the preparation thereof. The Master Portfolio's agreement to indemnify
you, your officers and directors, and any such controlling person, as aforesaid,
is expressly conditioned upon the Master Portfolio's being notified of any
action brought against you, your officers or directors, or any such controlling
person, such notification to be given by letter or by telegram addressed to the
Master Portfolio at its office in San Francisco, California within ten days
after the summons or other first legal process shall have been served. The
failure so to notify the Master Portfolio of any such action shall not relieve
the Master Portfolio from any liability which the Master Portfolio may have to
the person against whom such action is brought by reason of any such untrue, or
alleged untrue, statement or omission, or alleged omission, otherwise than on
account of the Master Portfolio's indemnity agreement contained in this
paragraph 9. The Master Portfolio will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing chosen by the Master
Portfolio and approved by you. In the event the Master Portfolio elects to
assume the defense of any such suit and retain counsel of good standing approved
by you, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Master Portfolio does not elect to assume the defense of any such suit, or in
case you do not approve of counsel chosen by the Master Portfolio, the Master
Portfolio will reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by you or them. The Master Portfolio's
indemnification agreement contained in this paragraph 9 and the Master
Portfolio's representations and warranties in this agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of you, your officers and directors, or any controlling person, and
shall survive the delivery of any of the Master Series' shares. This agreement
of indemnity will inure exclusively to your benefit, to the benefit of your
several officers and directors, and their respective
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estates, and to the benefit of any controlling persons and their successors. The
Master Portfolio agrees promptly to notify you of the commencement of any
litigation or proceedings against the Master Portfolio or any of its officers or
Trustees in connection with the issue and sale of any of the Master Series'
shares.
10. You agree to indemnify, defend and hold the Master Portfolio, its
several officers and Trustees, and any person who controls the Master Portfolio
within the meaning of Section 15 of the Securities Act of 1933, as amended, free
and harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which the
Master Portfolio, its officers or Trustees, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or
otherwise, but only to the extent that such liability or expense incurred by the
Master Portfolio, its officers or Trustees, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon (a) any untrue,
or alleged untrue, statement of a material fact contained in information
furnished in writing by you to the Master Portfolio specifically for use in the
Master Portfolio's registration statement and used in the answers to any of the
items of the registration statement or in the corresponding statements made in
the prospectus, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information furnished
in writing by you to the Master Portfolio and required to be stated in such
answers or necessary to make such information not misleading or (b) any act or
omission or alleged act or omission on your part as the Master Portfolio's agent
that has not been expressly authorized by the Master Portfolio in writing. Your
agreement to indemnify the Master Portfolio, its officers and Trustees, and any
such controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Master Portfolio, its officers or
Trustees, or any such controlling person, such notification to be given by
letter or telegram addressed to you at your principal office in Little Rock,
Arkansas within ten days after the summons or other first legal process shall
have been served. You shall have the right to control the defense of such
action, with counsel of your own choosing, satisfactory to the Master Portfolio,
if such action is based solely upon such alleged misstatement or omission on
your part, and in any other event the Master Portfolio, its officers or Trustees
or such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure so to
notify you of any such action shall not relieve you from any liability which you
may have to the Master Portfolio, its officers or Trustees, or to such
controlling person by reason of any such untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of your indemnity
agreement contained in this paragraph 10.
11. None of the Master Series' shares shall be offered by either you or
the Master Portfolio under any of the provisions of this agreement and no orders
for the purchase or sale of such shares hereunder shall be accepted by the
Master Portfolio if and so long as the effectiveness of the registration
statement then in effect or any necessary amendments thereto shall be suspended
under any of the provisions of the Investment Company Act of 1940, as amended;
provided, however, that nothing contained in this paragraph 11 shall in any way
restrict or have an application to or bearing upon the Master Portfolio's
obligation to repurchase any of the Master Series' shares from any shareholder
in accordance with the provisions of the Master Portfolio's prospectus or
Declaration of Trust.
12. The Master Portfolio agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for
amendments to the registration statement or prospectus then in effect or for
additional information;
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(b) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of the registration
statement or prospectus then in effect or the initiation of any proceeding for
that purpose;
(c) of the happening of any event which makes untrue any statement of a
material fact made in the registration statement or prospectus then in effect
or which requires the making of a change in such registration statement or
prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect
to any amendments to any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange Commission.
13. Insofar as they concern the Master Portfolio, the Master Portfolio
shall comply with all applicable laws, rules and regulations, including, without
limiting the generality of the foregoing, all rules or regulations made or
adopted pursuant to the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, or by any securities association registered
under the Securities Exchange Act of 1934, as amended.
14. You may, if you desire and at your own cost and expense, appoint or
employ agents to assist you in carrying out your obligations under this
agreement, but no such appointment or employment shall relieve you of any of
your responsibilities or obligations to the Master Portfolio under this
agreement.
15. As to each Master Series, subject to the provisions of Paragraph 8,
this agreement shall continue until the date set forth opposite such Master
Series' name on Schedule 1 hereto (the "Reapproval Date"), and thereafter shall
continue automatically for successive annual periods ending on the day of each
year set forth opposite such Master Series' name on Schedule 1 hereto (the
"Reapproval Day"), provided such continuance is specifically approved at least
annually by (i) the Master Portfolio's Board of Trustees or (ii) vote of a
majority (as defined in the Investment Company Act of 1940, as amended) of the
Master Portfolio's outstanding voting securities, provided that in either event
its continuance also is approved by a majority of the Master Portfolio's
trustees who are not "interested persons" (as defined in said Act) of any party
to this agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This agreement is terminable without penalty, on 60
days' notice, by vote of holders of a majority of the Master Portfolio's shares,
and, as to each Master Series, by the Master Portfolio's Board of Trustees or by
you. This agreement also will terminate automatically, as to the relevant
Master Series, in the event of its assignment (as defined in said Act).
16. This agreement has been executed on behalf of the Master Portfolio
by the undersigned officer of the Master Portfolio in his capacity as an officer
of the Master Portfolio. The obligations of this agreement shall only be
binding upon the assets and property of the relevant Master Series, as provided
for in the Master Portfolio's Agreement and Declaration of Trust, and shall not
be binding upon any Trustee, officer or shareholder of the Master Portfolio or
Master Series individually.
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Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below, whereupon it
shall become a binding agreement between us.
Very truly yours,
MASTER INVESTMENT PORTFOLIO
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer
ACCEPTED:
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
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SCHEDULE 1
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Name of Master Series
---------------------
LifePath 2000 Master Series
LifePath 2010 Master Series
LifePath 2020 Master Series
LifePath 2030 Master Series
LifePath 2040 Master Series
Asset Allocation Master Series
Bond Index Master Series
Money Market Master Series
S & P 500 Index Master Series
U.S. Treasury Allocation Master Series
Extended Index Master Series
U.S. Equity Index Master Series
Dated: February 25, 1998
Approved as amended: October 28, 1998 to include the Extended Index and U.S.
Equity Index Master Series
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