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INVESTMENT ADVISORY CONTRACT
MASTER INVESTMENT PORTFOLIO
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 14, 2001
Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between Master Investment Portfolio
(the "Trust") on behalf of the LifePath Income, LifePath 2010, LifePath 2020,
LifePath 2030 and LifePath 2040 Master Portfolios (each, a "Master Portfolio"
and collectively, the "Master Portfolios") and Barclays Global Fund Advisors
(the "Adviser") as follows:
1. The Trust is a registered open-end management investment company
currently consisting of investment portfolios. The Master Portfolios are five of
these portfolios. The Trust proposes to engage in the business of investing and
reinvesting the assets of the Master Portfolios 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 Portfolios' assets and to provide the advisory
services specified elsewhere in this contract to the Master Portfolios, 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
Portfolios 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 Portfolios 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
Portfolios' assets, and shall furnish to the Trust's Board of Trustees periodic
reports on the investment strategy and performance of the Master Portfolios 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 Portfolios 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 the Master Portfolios
("Interestholders") and other materials distributed to existing or prospective
Interestholders on behalf of the Master Portfolios.
(d) The Advise 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 Portfolios 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 Portfolios the
benefit of the Adviser's best judgment and efforts in rending 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% for the period beginning
as of the date of this contract through June 30, 2001, and 0.35% thereafter. The
fee shall be based on the average daily value (as determined on each day that
such value is determined for the Master Portfolios at the time set forth in the
Registration Statement for determining net asset value) of each 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 Portfolios' 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 Portfolios' 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 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 each 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 a 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).
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. 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 Portfolios, 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 a 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.
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Very truly yours,
MASTER INVESTMENT PORTFOLIO
on behalf of the LifePath Master Portfolios
/s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
Chief Operating Officer
ACCEPTED as of the date set
forth above:
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxx X. Xxxxxxxxx
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Name: Xxx X. Xxxxxxxxx
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Title: Managing Director
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By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Principal
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