Investment Advisory Agreement INVESTMENT ADVISORY CONTRACT MASTER INVESTMENT PORTFOLIO San Francisco, California 94105
INVESTMENT
ADVISORY CONTRACT
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December
1, 2009
BlackRock
Fund Advisors
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Dear
Sirs:
This will
confirm the agreement between Master Investment Portfolio (the “Trust”) on
behalf of each of its series set forth on Schedule A attached hereto, as such
Schedule may be amended from time to time (each, a “Master Portfolio”), and
BlackRock Fund Advisors (the “Adviser”) as follows:
1. The
Trust is a registered open-end management investment company currently
consisting of multiple investment portfolios. Each Master Portfolio
is one of these portfolios. The Trust proposes to engage in the business of
investing and reinvesting the assets of each Master Portfolio
in the manner and in accordance with the investment objective and restrictions
specified in the Trust’s Registration Statement, as amended from time to time
(the “Registration Statement”), filed by the Trust under the Investment Company
Act of 1940 (the “Act”). Copies of the Registration Statement have
been furnished to the Adviser. Any amendments to the Registration
Statement shall be furnished to the Adviser promptly.
2. The
Trust is engaging the Adviser to manage the investing and reinvesting of each
Master Portfolio’s assets and to provide the advisory services specified
elsewhere in this contract to each Master Portfolio, subject to the overall
supervision of the Board of Trustees of the Trust.
3. The
Adviser shall make investments for the account of each Master Portfolio in
accordance with the Adviser’s best judgment and consistent with the investment
objective and restrictions set forth in the Trust’s Registration Statement, the
Act and the provisions of the Internal Revenue Code of 1986 relating to
regulated investment companies, subject to policy decisions adopted by the
Trust’s Board of Trustees. The Adviser shall advise the Trust’s
officers and Board of Trustees, at such times as the Trust’s Board of Trustees
may specify, of investments made for each Master Portfolio and shall, when
requested by the Trust’s officers or Board of Trustees, supply the reasons for
making particular investments.
(a) The
Adviser shall provide to the Trust investment guidance and policy direction in
connection with its daily management of each Master Portfolio’s assets, and
shall furnish to the Trust’s Board of Trustees periodic reports on the
investment strategy and performance of each Master Portfolio and such additional
reports and information as the Trust’s Board of Trustees and officers shall
reasonably request.
(b) The
Adviser shall pay the costs of printing and distributing all materials relating
to each Master Portfolio prepared by it, or prepared at its request, other than
such costs relating to proxy statements, registration statements, reports for
holders of beneficial interests of each Master Portfolio (“Investors”) and other
materials distributed to existing or prospective Investors on behalf of each
Master Portfolio.
(c) The
Adviser shall, at its expense, employ or associate with itself such persons as
the Adviser believes appropriate to assist it in performing its obligations
under this contract.
4. The
Trust understands that the Adviser, in rendering its services to each Master
Portfolio hereunder, may subject to the overall supervision of the Trust’s Board
of Trustees and to the extent permitted by applicable law, any exemptive order
issued by the Securities and Exchange Commission (the “SEC”) applicable to the
Trust, any Master Portfolio or the Adviser or any SEC staff no-action or
interpretive position that may be relied upon by the Trust, any Master Portfolio
or the Adviser, employ, retain or otherwise avail itself of the services of
other persons or entities (a “Subadviser”) at the Adviser’s own cost and
expense, including without limitation, affiliates of the Adviser, on such terms
as the Adviser shall determine to be necessary, desirable or appropriate,
provided that the Adviser shall continue to supervise and monitor the
performance of the duties delegated to the Sub-Adviser and provided that any
such delegation will not relieve the Adviser of its duties and obligations under
this contract. The Adviser will not seek to amend any such
Sub-Advisory Contract to materially alter the obligations of the parties unless
the Adviser gives the Trust at least 60 days’ prior written notice
thereof.
5. The
Adviser shall give the Trust and each Master Portfolio the benefit of the
Adviser’s best judgment and efforts in rendering services under this
contract. As an inducement to the Adviser’s undertaking to render
these services, the Trust agrees that the Adviser shall not be liable under this
contract for any mistake in judgment or in any other event whatsoever except for
lack of good faith, provided that nothing in this contract shall be deemed to
protect or purport to protect the Adviser against any liability to the Trust or
its Investors to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser’s duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder. Notwithstanding any of the
foregoing to the contrary, the provisions of this section shall not be construed
so as to relieve (or attempt to relieve) the Adviser of any liability, to the
extent (but only to the extent) that such liability may not be waived, modified
or limited under applicable law, but shall be construed so as to effectuate the
provisions of this section to the fullest extent permitted by law.
6. In
consideration of the services to be rendered by the Adviser under this contract
for each Master Portfolio, the Trust shall pay the Adviser a monthly fee on the
first business day of each month, at the annual rate specified for that Master
Portfolio on Schedule A. The fee shall be based on the average daily
value (as determined on each day that such value is determined for the
applicable Master Portfolio at the time set forth in the Registration Statement
for determining net asset value) of the applicable Master Portfolio’s net assets
during the preceding month. If the fee payable to the Adviser
pursuant to this Section 6 begins to accrue after the beginning of any month or
if this contract terminates before the end of any month, the fee for the period
from the effective date to the end of that month or from the beginning of that
month to the termination date, respectively, shall be prorated according to the
proportion that the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating each such monthly
fee, the value of each Master Portfolio’s net assets shall be computed in the
manner specified in the Registration Statement and the Trust’s Agreement and
Declaration of Trust for the computation of the value of each Master Portfolio’s
net assets in connection with the determination of the net asset value of Master
Portfolio interests.
7. This
contract shall become effective on its execution date and shall thereafter
continue in effect with respect to each Master Portfolio for an initial period
of two years from the date hereof. Thereafter this contract shall
continue in effect with respect to a Master Portfolio for successive periods of
one year each only so long as each continuance is specifically approved at least
annually by (a) the vote of a “majority of the outstanding voting securities”
(as defined in the Act) of that Master Portfolio or by the Trust’s Board of
Trustees and (b) the vote, cast in person at a meeting called for the purpose,
of a majority of the Trust’s trustees who are not parties to this contract or
“interested persons” (as defined in the Act) of any such party. This
contract may be terminated at any time with respect to any Master Portfolio by
the Trust without the payment of any penalty, by a vote of a “majority of the
outstanding voting securities” (as defined in the Act) of that Master Portfolio
or by a vote of a majority of the Trust’s entire Board of Trustees on 60 days’
written notice to the Adviser or by the Adviser on 60 days’ written notice to
the Trust. This contract shall terminate with respect to any Master
Portfolio automatically in the event of its “assignment” (as defined in the Act)
with respect to such Master Portfolio.
8. Except
to the extent necessary to perform the Adviser’s obligations under this
contract, nothing herein shall be deemed to limit or restrict the right of the
Adviser, or any affiliate of the Adviser, or any employee of the Adviser, to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.
9. Except
to the extent governed by the federal security laws, this contract shall be
governed by and construed in accordance with the laws of the State of
California.
10. This
contract has been executed on behalf of the Trust by the undersigned officer of
the Trust in his capacity as an officer of the Trust. The obligations
of this contract shall only be binding upon the assets and property of the
Master Portfolio, as provided for in the Trust’s Agreement and Declaration of
Trust, and shall not be binding upon any Trustee, officer or Investor of the
Trust or a Master Portfolio individually. No Master Portfolio shall
be responsible for the obligations of any other Master Portfolio under this
contract.
If the
foregoing correctly sets forth the agreement between the Trust and the Adviser,
please so indicate by signing and returning to the Trust the enclosed copy
hereof.
Very
truly yours,
on behalf
of each Master Portfolio listed on Schedule A from time to time
By:/s/▇▇▇
Ackerley____________________
Name:
Title:
ACCEPTED
as of the date
set forth
above:
BLACKROCK
FUND ADVISORS
By:/s/▇▇▇▇▇▇
Mitchem____________________
Name: ▇▇▇▇▇▇
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Title: Managing
Director
By:/s/▇▇▇▇▇▇▇▇
Flynn____________________
Name: ▇▇▇▇▇▇▇▇
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Title: Managing
Director
US1DOCS
7354762v1
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Schedule
A
Fees
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Master
Portfolio
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Advisory
Fee Rate
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LifePath
Retirement Master Portfolio
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0.35%
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LifePath
2010 Master Portfolio
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0.35%
|
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LifePath
2020 Master Portfolio
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0.35%
|
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LifePath
2030 Master Portfolio
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0.35%
|
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LifePath
2040 Master Portfolio
|
0.35%
|
|
LifePath
2050 Master Portfolio
|
0.35%
|
|
Active
Stock Master Portfolio
|
0.25%
|
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CoreAlpha
Bond Master Portfolio
|
0.25%
|
|
Bond
Index Master Portfolio
|
0.08%
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S&P
500 Stock Master Portfolio
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0.05%
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Money
Market Master Portfolio
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0.10%
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Prime
Money Market Master Portfolio
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0.10%
|
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Government
Money Market
Master Portfolio
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0.10%
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Treasury
Money Market Master Portfolio
|
0.10%
|
Investment
Advisory Contract
Schedule
A, dated December 1, 2009
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