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Exhibit 5.4
ASSUMPTION
AGREEMENT made as of April 28, 1998 among MASTER INVESTMENT
TRUST, SERIES I, a Delaware business trust (the "Trust"), BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a banking institution chartered under
the laws of the United States ("Bank of America"), and XXXXXXXXX, XXXXXXXX &
COMPANY INVESTMENT MANAGEMENT, L.P., a California limited partnership registered
as an investment adviser pursuant to the Investment Advisers Act of 1940
("Xxxxxxxxx Xxxxxxxx"). Bank of America and Xxxxxxxxx Xxxxxxxx are each
indirect, wholly-owned subsidiaries of BankAmerica Corporation, a registered
bank holding company.
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Bank of America has been previously appointed for the
Trust's Utilities, Growth and Income, International Bond, Blue Chip and
Investment Grade Bond Portfolios (collectively, the "Portfolios") pursuant to an
investment advisory agreement between Bank of America and the Trust dated
November 1, 1994, as amended June 23, 1997 (the "Investment Advisory
Agreement");
WHEREAS, Xxxxxxxxx Xxxxxxxx pursuant to as Assumption
Agreement dated March 1, 1998 assumed the rights, responsibilities, liabilities
and obligations of Bank of America under the Investment Advisory Agreement;
WHEREAS, Bank of America and Xxxxxxxxx Xxxxxxxx desire to have
Bank of America assume the rights, responsibilities, liabilities and obligations
of Bank of America under the Investment Advisory Agreement; and
NOW THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Bank of America hereby assumes all rights,
responsibilities, liabilities and obligations of Xxxxxxxxx Xxxxxxxx under the
Investment Advisory Agreement.
2. Bank of America and Xxxxxxxxx Xxxxxxxx hereby represent to
the Trust that (i) the management personnel of Xxxxxxxxx Xxxxxxxx responsible
for providing investment advisory services to the Portfolios under the
Investment Advisory Agreement, including the portfolio managers and the
supervisory personnel, are employees of Bank of America where they continue to
provide such services for the Portfolios; (ii) Bank of America and Xxxxxxxxx
Xxxxxxxx are indirect, wholly-owned subsidiaries of BankAmerica Corporation; and
(iii) the proposed assumption does not involve a change in actual control or
actual management with
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respect to the investment adviser or the Portfolios and
does not result in an assignment pursuant to Rule 2a-6 under the 1940 Act.
3. Each party hereby agrees that this Assumption shall be
attached to and made a part of the Investment Advisory Agreement.
IN WITNESS WHEREOF, intending to be legally bound, the parties
hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
MASTER INVESTMENT TRUST, SERIES I
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
(Authorized Officer)
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Signature Illegible
--------------------------------
(Authorized Officer)
XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: /s/ Xxxx Xxxxx
--------------------------------
(Authorized Officer)
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