EXHIBIT 99.B5(j)
INVESTMENT ADVISORY CONTRACT
MASTER INVESTMENT PORTFOLIO
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June 11, 1998
Barclays Global Fund Advisors
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") on
behalf of the Money Market Master Portfolio (the "Master Portfolio") and
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 Money Market Master Portfolio is one of the fifteen
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
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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 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 0.10% 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 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.
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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.
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 Money Market
Master Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: CEO
ACCEPTED as of the date
set forth above:
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Head of Global Client Relationships
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Principal, Manager of Mutual Fund Administration
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