Exhibit (e)(3)
PLACEMENT AGENT AGREEMENT
AGREEMENT made as of the 1st day of April, 2010, between MASTER INVESTMENT
PORTFOLIO, a Delaware statutory trust (the "Trust"), on behalf of itself and
each of its series listed on Appendix A (each, a "Series") and BLACKROCK
INVESTMENTS, LLC, a Delaware limited liability company (the "Placement Agent").
W I T N E S S E T H :
WHEREAS, the Trust has filed a registration statement (the "Registration
Statement") pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Trustees of the Trust (the "Trustees") are authorized to
establish separate series relating to separate portfolios of securities, each
of which may offer beneficial interests in its specific series of the Trust; and
WHEREAS, the Trustees have established and designated the Series as series
of the Trust, and authorized them to offer beneficial interests (the "Shares")
to certain series of BlackRock Funds III (collectively, the "Funds") and a
limited number of institutional investors as described below; and
WHEREAS, the Trust and the Placement Agent wish to enter into an agreement
with each other with respect to the distribution of Shares (the "Agreement").
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Placement Agent; Private Offering.
(a) The Trust hereby appoints the Placement Agent as placement agent in
connection with the distribution of the Shares.
(b) The Placement Agent understands that: (i) the Shares are not being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
(ii) such Shares are to be issued solely in private placement transactions that
do not involve any "public offering" within the meaning of Section 4(2) of the
Securities Act; (iii) investments in the Trust may be made only by the Funds
and a limited number of institutional investors, including investment
companies, common or commingled trust funds, group trusts and certain other
"accredited investors" within the meaning of Regulation D under the Securities
Act; (iv) the Registration Statement is not intended to constitute an offer to
sell, or the solicitation of an offer to buy, the Shares.
(c) In carrying out its duties hereunder, the Placement Agent agrees that it
will act in a manner consistent with the foregoing and, unless otherwise
instructed by the Trust in writing, will not take any actions that would cause
the Trust to make a "public offering" within the meaning of Section 4(2) of the
Securities Act.
Section 2. Exclusive Nature of Duties. The Placement Agent shall be the
exclusive representative of the Trust to act as placement agent in respect of
the distribution of the Shares of the Series, except that:
(a) The Trust may, upon written notice to the Placement Agent, from time to
time designate other placement agents with respect to areas other than the
United States as to which the Placement Agent may have expressly waived in
writing its right to act as such. If such designation is deemed exclusive, the
right of the Placement Agent under this Agreement in respect of such areas so
designated shall terminate, but this Agreement shall remain otherwise in full
effect until terminated in accordance with the other provisions hereof.
(b) The exclusive right granted to the Placement Agent hereunder shall not
apply to Shares issued in connection with the merger or consolidation of any
other investment company or personal holding company with the Trust or the
acquisition by purchase or otherwise of all (or substantially all) the assets
or the outstanding shares of any such company by the Trust.
(c) Such exclusive right also shall not apply to Shares pursuant to
reinvestment of dividends or capital gains distributions.
(d) Such exclusive right also shall not apply to Shares pursuant to any
conversion, exchange or reinstatement privilege afforded redeeming shareholders
or to any other Shares as shall be agreed between the Trust and the Placement
Agent from time to time.
Section 3. Duties of the Trust.
(a) The Trust shall furnish to the Placement Agent copies of all
information, financial statements and other papers that the Placement Agent may
reasonably request for use in connection with its duties hereunder, and this
shall include, upon request by the Placement Agent, one certified copy of all
financial statements prepared for the Trust by independent public accountants.
(b) Consistent with Section 1 hereof, the Trust shall use its best efforts
to qualify and maintain the qualification of the Shares for sale under the
securities laws of such jurisdictions as the Placement Agent and the Trust may
approve. Any such qualification may be withheld, terminated or withdrawn by the
Trust at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Trust. The Placement Agent
shall furnish such information and other material relating to its affairs and
activities as may be required by the Trust in connection with such
qualification.
(c) The Trust will furnish to the Placement Agent, in reasonable quantities
upon request by the Placement Agent, copies of annual and interim reports of
the Trust.
Section 4. Duties of the Placement Agent.
(a) The Placement Agent shall devote reasonable time and effort to its
duties hereunder. The services of the Placement Agent to the Trust hereunder
are not to be deemed exclusive and nothing herein contained shall prevent the
Placement Agent from entering into like arrangements with other investment
companies so long as the performance of its obligations hereunder is not
impaired thereby.
(b) In performing its duties hereunder, the Placement Agent shall use its
best efforts in all respects duly to conform with the requirements of all
applicable laws relating to the sale of securities. Neither the Placement Agent
nor any other person is authorized by the Trust to give
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any information or to make any representations, other than those contained in
the Trust's registration statement or any sales literature specifically
approved by the Trust.
Section 5. Payment of Expenses.
(a) The Trust shall pay or cause to be paid all costs and expenses incurred
in connection with the operation of the Trust, including fees and disbursements
of its counsel and auditors, in connection with the preparation and filing of
any required registration statements under the Investment Company Act, and all
amendments and supplements thereto, and preparing and mailing annual and
interim reports and proxy materials to shareholders (including but not limited
to the expense of setting in type any such registration statements, or interim
reports or proxy materials).
(b) The Trust shall bear any cost and expenses of qualification of the
Shares for sale pursuant to this Agreement and, if necessary or advisable in
connection therewith, of qualifying the Trust as a broker or dealer in such
states of the United States or other jurisdictions as shall be selected by the
Trust and the Placement Agent pursuant to Section 3 hereof and the cost and
expenses payable to each such state for continuing qualification therein until
the Trust decides to discontinue such qualification pursuant to Section 3
hereof.
Section 6. Indemnification.
(a) The Trust shall indemnify and hold harmless the Placement Agent and each
person, if any, who controls the Placement Agent against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damage or expense and reasonable
counsel fees incurred in connection therewith), as incurred, arising by reason
of any person acquiring any Shares, which may be based upon the Securities Act,
or on any other statute or at common law, on the ground that any registration
statement or other offering materials, as from time to time amended and
supplemented, or any annual or interim report to the shareholders of the Trust,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Trust in connection
therewith by or on behalf of the Placement Agent; provided, however, that in no
case (i) is the indemnity of the Trust in favor of the Placement Agent and any
such controlling persons to be deemed to protect such Placement Agent or any
such controlling persons thereof against any liability to the Trust or its
shareholders to which the Placement Agent or any such controlling persons would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of their duties or by reason of the reckless
disregard of their obligations and duties under this Agreement; or (ii) is the
Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Placement Agent or any such
controlling persons, unless the Placement Agent or such controlling persons, as
the case may be, shall have notified the Trust in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Placement Agent or such
controlling persons (or after the Placement Agent or such controlling persons
shall have received notice of such service on any designated agent), but
failure to notify the Trust of any such claim shall not relieve it from any
liability that it may have to the person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
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paragraph. The Trust will be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Placement Agent or such controlling person or persons, defendant or defendants
in the suit. In the event the Trust elects to assume the defense of any such
suit and obtain such counsel, the Placement Agent or such controlling person or
persons, defendant or defendants in the suit shall bear the fees and expenses,
as incurred, of any additional counsel retained by them, but in case the Trust
does not elect to assume the defense of any such suit, the Trust will reimburse
the Placement Agent or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses, as incurred, of
any counsel retained by them. The Trust shall promptly notify the Placement
Agent of the commencement of any litigation or proceedings against it or any of
the Trust's officers or Trustees in connection with the issuance or sale of any
of the Shares.
(b) The Placement Agent shall indemnify and hold harmless the Trust and each
of the Trustees of the Trust and officers and each person, if any, who controls
the Trust against any loss, liability, claim, damage or expense, as incurred,
described in the foregoing indemnity contained in subsection (a) of this
Section, but only with respect to statements or omissions made in reliance
upon, and in conformity with, information furnished to the Trust in writing by
or on behalf of the Placement Agent for use in connection with its registration
statement or related prospectus and statement of additional information, as
from time to time amended, or the annual or interim reports to shareholders. In
case any action shall be brought against the Trust or any person so
indemnified, in respect of which indemnity may be sought against the Placement
Agent, the Placement Agent shall have the rights and duties given to the Trust,
and the Trust and each person so indemnified shall have the rights and duties
given to the Placement Agent by the provisions of subsection (a) of this
Section 6.
Section 7. Duration and Termination of this Agreement. This Agreement shall
become effective as of the date first above written and shall remain in force
for two years thereafter and thereafter, but only for so long as such
continuance is specifically approved at least annually by (i) the Trustees or
by the vote of a majority of the outstanding voting securities of the Trust and
(ii) by the vote of a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees or by vote of a majority of the outstanding voting
securities of each Series, or by the Placement Agent, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however to such
exemptions as may be granted by the Securities and Exchange Commission under
the Investment Company Act.
Section 8. Amendments of this Agreement. This Agreement may be amended by
the parties only if such amendment is specifically approved by (i) the Trustees
or by a vote of a majority of
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the outstanding voting securities of the Trust and (ii) by the vote of a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
Section 9. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect and the applicable provisions of the Investment
Company Act. To the extent that the applicable law of the State of New York, or
any of the provisions herein, conflict with the applicable provisions of the
Investment Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
MASTER INVESTMENT PORTFOLIO
By:
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Name:
Title:
BLACKROCK INVESTMENTS, LLC
By:
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Name:
Title:
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APPENDIX A
Individual Series of Master Investment Portfolio
Active Stock Master Portfolio
Bond Index Master Portfolio
CoreAlpha Bond Master Portfolio
S&P 500 Stock Master Portfolio
LifePath(R) Retirement Master Portfolio
LifePath 2020 Master Portfolio(R)
LifePath 2030 Master Portfolio(R)
LifePath 2040 Master Portfolio(R)
LifePath(R) 2050 Master Portfolio
LifePath(R) 2025 Master Portfolio
LifePath(R) 2035 Master Portfolio
LifePath(R) 2045 Master Portfolio
LifePath(R) 2055 Master Portfolio
Dated: April 1, 2010
Amended: May 19, 2010
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