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EX-99.B5(c)
INVESTMENT ADVISORY CONTRACT
MASTER INVESTMENT PORTFOLIO
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
January 1, 1996
BZW Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
on behalf of the LifePath 2000 Master Portfolio (the "Master Portfolio") and
BZW Barclays Global Fund Advisors (the "Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of fourteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios (the "Master Portfolios"). The Master Portfolio is one of the
fourteen Master Portfolios. The Trust proposes to engage in the business of
investing and reinvesting the assets of the 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 the Master Portfolio's assets and to provide the advisory
services specified elsewhere in this contract to the Master Portfolio, subject
to the overall supervision of the Board of Trustees of the Trust.
3. (a) The Adviser shall make investments for the account of the
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 the Master Portfolio and shall, when
requested by the Trust's officers or Board of Trustees, supply the reasons for
making particular investments.
(b) The Adviser shall provide to the Trust investment guidance
and policy direction in connection with its daily management of the Master
Portfolio's assets, including oral and written research, analysis, advice,
statistical and economic data and information and judgments, and shall furnish
to the Trust's Board of Trustees periodic reports on the investment strategy
and performance of the Master Portfolio and such additional reports and
information as the Trust's Board of Trustees and officers shall reasonably
request.
(c) The Adviser shall pay the costs of printing and
distributing all materials relating to the Master Portfolio prepared by it, or
prepared at its request, other than such costs relating to proxy statements,
Part As, reports for holders of beneficial interests of the Master Portfolio
("Interestholders") and other materials distributed to existing or prospective
Interestholders on behalf of the Master Portfolio.
(d) 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 the Master Portfolio hereunder, may delegate certain advisory
responsibilities hereunder to a sub-adviser (the "Sub-Adviser"), 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.
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5. The Adviser shall give the Trust and the 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 Interestholders 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.
6. In consideration of the services to be rendered by the Adviser
under this contract, the Trust shall pay the Adviser a monthly fee on the first
business day of each month, at the annual rate of 0.55% of the average daily
value (as determined on each day that such value is determined for the Master
Portfolio at the time set forth in the Registration Statement for determining
net asset value per share) of the Master Portfolio's net assets during the
preceding month. If the fee payable to the Adviser pursuant to this paragraph
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 the 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 the Master Portfolio's
net assets in connection with the determination of the net asset value of
Master Portfolio interests.
7. If in any fiscal year the aggregate expenses of the Master
Portfolio (including fees pursuant to this contract, but excluding interest,
taxes, brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense limitation
of any state having jurisdiction over the Master Portfolio, the Trust may
deduct from the fees to be paid hereunder, or the Adviser will bear, such
excess expense to the extent required by state law. The Adviser's obligation
pursuant hereto will be limited to the amount of the Adviser's fees hereunder.
For purposes of computing the excess, if any, over the most restrictive
applicable expense limitation, the value of the Master Portfolio's net assets
shall be computed in the manner specified in the last sentence of paragraph 6,
and any reimbursements required to be made by the Adviser shall be made once a
year promptly after the end of the Master Portfolio's fiscal year.
8. This contract shall become effective on its execution date and
shall thereafter continue in effect for a period of more than two years from
the date hereof only so long as the continuance is specifically approved at
least annually (a) by the vote a majority of the Master Portfolio's outstanding
voting securities (as defined in the Act) or by the Trust's Board of Trustees
and (b) by the vote, cast in person at a meeting called for the purpose of
voting on such approval, 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 by the Trust without
the payment of any penalty, by a vote of a majority of the Master Portfolio's
outstanding voting securities (as defined in the Act) or by a vote of a
majority of the Trust's entire Board of Trustee's on 60 days' written notice to
the Adviser or by the Adviser on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the Act).
9. 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.
10. This contract shall be governed by and construed in accordance
with the laws of the State of California.
11. 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
Interestholder of the Trust or Master Portfolio individually.
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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,
MASTER INVESTMENT PORTFOLIO
on behalf of the LifePath 2000 Master
Portfolio
By: /s/ XXXXXXX X. XXXXX, XX.
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Name: Xxxxxxx X. Xxxxx, Xx.
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Title: Secretary, Treasurer and
Chief Operating Officer
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ACCEPTED as of the date
set forth above:
BZW BARCLAYS GLOBAL FUND ADVISORS
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Senior Counsel,
Assistant Secretary
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By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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