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EX-99.B5(a)(iii)
SUB-ADVISORY CONTRACT
Growth Stock Master Portfolio
a portfolio of
MANAGED SERIES INVESTMENT TRUST
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
January 1, 1996
Xxxxx Fargo Bank, N.A.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement by and among BZW Barclays Global Fund
Advisors (the "Adviser"), Managed Series Investment Trust (the "Trust"), on
behalf of the Growth Stock Master Portfolio (the "Master Portfolio"), and Xxxxx
Fargo Bank, N.A. (the "Sub-Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of eight investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios
(the "Master Portfolios"). The Growth Stock Master Portfolio is one of the
eight 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 has engaged the Adviser to manage the investing and
reinvesting of the Master Portfolio's assets and to provide the advisory
services specified in the Investment Advisory Contract between the Trust and
the Adviser, dated as of the date hereof, subject to the overall supervision of
the Board of Trustees of the Trust. Pursuant to an Administration Agreement
between the Trust, on behalf of the Master Portfolio, and an administrator (the
"Administrator"), the Trust has engaged the Administrator to provide the
administrative services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform for
the Master Portfolio certain advisory services and the Sub-Adviser hereby
accepts such employment. The Adviser shall retain the authority to establish
and modify, from time to time, the investment strategies and approaches to be
followed by the Sub-Adviser, subject, in all respects, to the supervision and
direction of the Trust's Board of Trustees and subject to compliance with the
investment objective, policies and restrictions set forth in the Registration
Statement.
(b) Subject to the overall supervision and control of the
Adviser and the Trust, the Sub-Adviser shall be responsible for investing and
reinvesting the Master Portfolio assets in a manner consistent with the
investment strategies and approaches referenced in subparagraph (a), above. In
this regard, the Sub-Adviser, in accordance with the investment objective,
policies and restrictions set forth in the Registration Statement, the Act and
the provisions of the Internal Revenue Code of 1986 relating to regulated
investment companies, shall be responsible for furnishing to the Master
Portfolio investment guidance and policy direction in connection with the daily
portfolio management of the Master Portfolio and shall furnish to the Adviser
periodic reports on the investment activity and performance of the Master
Portfolio. The Sub-Adviser shall also furnish such additional reports and
information as the Adviser and the Trust's Board of Trustees and officers shall
reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or
associate with itself such persons as the Sub- Adviser believes appropriate to
assist it in performing its obligations under this contract.
4. The Adviser shall be responsible for the Sub-Adviser's fees
for its services hereunder. The Sub- Adviser agrees that it shall have no
claim against the Trust or the Master Portfolio respecting compensation under
this contract. In consideration of the services to be rendered by the
Sub-Adviser under this contract, the Adviser shall pay the Sub-Adviser a
monthly fee on the first business day of each calendar month, at the annual
rate of 0.15% 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
Sub-Adviser pursuant to this Paragraph
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contract terminates before the end of any month, the fee for the period from
the effective date to the end of the month, or from the beginning of that month
to the termination date, shall be prorated according to the proportion that
such period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the 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 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's interests.
5. The Sub-Adviser shall give the Trust the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and as an inducement to the Sub-Adviser's
undertaking to render these services, the Trust and the Adviser agree that the
Sub-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
Sub-Adviser against any liability to the Adviser, the Trust or its
interestholders to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution date
and shall thereafter continue in effect, provided that this contract shall
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 of 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 specifically for the purpose of
continuing this Sub-Advisory Contract, 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, upon 60 days' written
notice to the Sub-Adviser, 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 Trustees. The Sub-Adviser may terminate this contract on 60 days' written
notice to the Adviser and the Trust. This contract shall terminate
automatically in the event of its assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-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.
8. This contract shall be governed by and construed in accordance
with the laws of the State of California.
9. 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 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,
the Adviser and the Sub-Adviser, please so indicate by signing and returning to
the Trust the enclosed copy hereof.
Very truly yours,
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 Secetary
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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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ACCEPTED as of the date
set forth above:
MANAGED SERIES INVESTMENT TRUST
on behalf of Growth Stock Master Portfolio
By: /s/ XXXXXXX X. XXXXX, XX.
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Name: Xxxxxxx X. Xxxxx, Xx.
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Title: Chief Operating Officer,
Secretary and Treasurer
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XXXXX FARGO BANK, N.A.
By: /s/ XXXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxxx
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Title: Vice President
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By: /s/ XXXX XXXXXXXXXXX
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Name: Xxxx Xxxxxxxxxxx
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Title: Executive Vice President
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