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EX-99.B8(b)
CUSTODY AGREEMENT
This Agreement is made as of the 1st day of January, 1996 (the "Agreement"), by
and between MASTER INVESTMENT PORTFOLIO (the "Trust") on behalf of those Master
Portfolios named in the Appendix, as amended from time to time, (hereinafter
called the "Master Portfolios"), and BZW BARCLAYS GLOBAL INVESTORS, N.A., a
special purpose trust company (hereinafter called the "Custodian").
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth the
Trust and the Custodian agree as follows:
1. Definitions
The word "securities" as used herein include stocks, shares, bonds,
debentures, notes, mortgages, or other obligations and any certificates,
receipts, warrants, options or other instruments representing rights to
receive, purchase, or subscribe for the same or evidencing or
representing any other rights or interests therein, or in any property or
assets.
The words "officers' certificate" shall mean a certification in writing
signed in the name of the Trust by those persons who are officers of the
Trust who are duly authorized to sign by the Board of Trustees of the
Trust (the "Board of Trustees").
The word "depository" shall mean The Depository Trust Company ("DTC"),
Participants Trust Company ("PTC"), and any other clearing agency
registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, its successor(s) and its
nominee(s), provided the Custodian has received a certified copy of a
resolution of the Board of Trustees specifically approving deposits in
DTC, PTC or such other clearing agency. The Term "Depository" shall
further mean and include any person authorized to act as a depository
pursuant to Section 17, Rule 17f-4 or Rule 17f-5 thereunder, under the
Investment Company Act of 1940, its successor(s) and its nominee(s),
specifically identified in a certified copy of a resolution of the Board
of Trustees specifically approving deposits therein by the Custodian.
2. Names, Titles and Signatures of Trust's Officers
An officer of the Trust will certify to Custodian the names and
signatures of those persons authorized to sign the officers' certificates
described in Section 1 hereof, and the names of the members of the Board
of Trustees, together with any charges which may occur from time to time.
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3. Appointment and Authority of Custodian: Accounts, Receipt and
Disbursement of Money
A. The Trust hereby appoints Custodian as custodian of all
securities and moneys at any time owned by the Master
Portfolios during the term of this Agreement. Custodian
hereby accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.
B. Custodian shall open and maintain a separate account or
accounts in the name of the Master Portfolios. Custodian
shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the
account of the Master Portfolios. Custodian shall make
payments of cash to, or for the account of, the Master
Portfolios from such cash only (a) for the purchase of
securities for the portfolios of the Master Portfolios upon
the delivery of such securities to Custodian, registered in
the name of the Master Portfolios or in the name of the
nominee of Custodian referred to in Section 7 hereof or in
the proper form for transfer, (b) for the purchase or
redemption of shares of beneficial ownership of the Master
Portfolios, (c) for the payment of interest, dividends,
taxes, Director's fees or operating expenses (including,
without limitation, fees for legal, accounting and auditing
services and expense for printing and postage), (d) for
payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the
Master Portfolios held by or to be delivered to Custodian,
or (e) for other purposes certified by resolution of the
Trust's Board of Trustees. Before making any such payment
Custodian shall receive instructions from the Trust
requesting such payment.
C. Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money
received by Custodian for the account of the Master
Portfolios.
D. Subject to the requirements of the Investment Company Act of
1940 and subject to the approval of the Trust's Board of
Trustees, the Custodian shall have the authority to keep and
maintain the Master Portfolios' securities with certain
sub-custodians, including, but not limited to, Bankers Trust
Company, the Federal Reserve Book-Entry System DTC, PTC and
other depositories as defined above.
4. Receipt of Securities
Custodian shall hold in a separate account, pursuant to the
provisions hereof, all securities received by it from or for the account of the
Master Portfolios. All such securities are to be held or disposed of by
Custodian for, and subject at all times to the instructions of, the Master
Portfolios pursuant to the terms of this Agreement. Custodian shall have no
power or authority to assign, hypothecate, pledge or otherwise dispose of any
such securities and investments, except pursuant to the direction of the Master
Portfolios and only for the account of such Master Portfolios as set forth in
Section 5 of this Agreement.
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5. Transfer, Exchange, Redelivery, etc. of Securities
Custodian shall have power to release or deliver any securities of
the Master Portfolios held by it pursuant to this Agreement on the direction of
the Master Portfolios. Custodian agrees to transfer, exchange or deliver
securities held by it hereunder only (a) for sales of such securities for the
account of such Master Portfolios upon receipt by Custodian of payment
therefor, (b) when such securities are called, redeemed or retired or otherwise
become payable, (c) for examination by a broker selling any such securities in
accordance with "street delivery" custom, (d) in exchange for, or upon
conversion into, other securities alone or other securities and cash, whether
pursuant to any plan or merger, consolidation, reorganization, recapitalization
or readjustment, or otherwise, (e) upon conversion of such securities pursuant
to their terms into other securities, (f) upon exercise of subscription,
purchase or other similar rights represented by such securities, (g) for the
purpose of exchanging interim receipts or temporary securities for definitive
securities, (h) for other proper purposes. As to any deliveries made by
Custodian pursuant to items (a), (b), (d), (e), (f), or (g), securities or cash
receivable in exchange therefor shall be deliverable to Custodian. Before
making any such transfer, exchange or delivery, Custodian shall receive (and
may rely upon) an officers' certificate requesting such transfer, exchange or
delivery, and stating that it is for a purpose permitted under the terms of
items (a) through (g) inclusive of this Section 5 and also, in respect of item
(h), upon receipt of an officers' certificate specifying the securities to be
delivered, setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper purpose, and naming the person or persons
to whom delivery of such securities shall be made; provided, however, that an
officers' certificate need not precede any such transfer, exchange or delivery
of a money market instrument if an authorized officer of the Trust issues
appropriate oral instructions to Custodian and an appropriate officers'
certificate is received by Custodian within two business days thereafter.
6. Custodian's Acts Without Instructions
Unless and until Custodian receives an officers' certificate or
other written instructions to the contrary, Custodian shall: (a) present for
payment all coupons and other income items held by it for the account of the
Master Portfolios which call for payment upon presentation and hold the cash
received by it upon such payment for the account of the Master Portfolios; (b)
collect interest and cash dividends received, with notice to the Master
Portfolios, for the account of the Master Portfolios; (c) hold for the account
of the Master Portfolios hereunder all stock dividends, rights and similar
securities issued with respect to any securities held by it hereunder; and (d)
execute as agent on behalf of the Master Portfolios all necessary ownership
certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department or under the laws of any
state now or hereafter in effect, inserting the Master Portfolios' name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so.
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7. Registration of Securities
Except as otherwise directed by an officers' certificate Custodian
shall register all securities, except such as are in bearer form, in nominee
form, and shall execute and deliver all such certificates in connection
therewith as may be required by such laws or regulations or under the laws of
any state. Custodian shall use its best efforts to insure that the specific
securities held by it hereunder shall be at all times identifiable in its
records.
The Trust shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register in the name of a nominee, any securities which it may hold for
the account of the Master Portfolios and which from time to time may be
registered in the name of the Master Portfolios.
8. Voting and Other Action
Neither Custodian nor any nominee of Custodian shall vote any of
the securities held hereunder by or for the account of the Master Portfolios,
except in accordance with the guidelines approved by the Trust.
9. Transfer Tax and Other Disbursements
The Trust shall pay or reimburse Custodian from time to time for
any transfer taxes payable upon transfers of securities made hereunder, and for
all other necessary, reasonable and proper disbursements and expenses made or
incurred by Custodian in the performance of this Agreement.
Custodian shall execute and deliver such certificates in
connection with securities delivered to it or by it under this Agreement as may
be required, under the provisions of the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder, or under the laws of
any state, to exempt from taxation any exemptable transfers and/or deliveries
of any such securities.
10. Concerning Custodian
The Custodian shall not be entitled to compensation for providing
custody services to the Master Portfolios pursuant to this Agreement so long as
Custodian or BZW Barclays Global Fund Advisors receives fees for providing
investment advisory (or sub-advisory) services to the Master Portfolios. If it
or BZW Barclays Global Fund Advisors no longer receives compensation for
providing such services, Custodian shall be entitled to such compensation as it
may from time negotiate with the Trust.
Custodian shall not be liable for any action taken in good faith
upon any certificate herein described or certified copy of any resolution of
the Board of Trustees, and may rely on the
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genuineness of any such document which it may in good faith believe to have
been validly executed.
The Trust agrees to reimburse and make Custodian and its nominee
whole from all taxes, charges, expenses, assessments, claims, and liabilities
(including reasonable attorney's fees) incurred or assessed against it or by
its nominee in connection with the performance of this Agreement, except such
as may arise from Custodian's or its nominee's own negligent action, negligent
failure to act or willful misconduct. In the event of any advance of cash for
any purpose made by Custodian resulting from orders or instructions of the
Master Portfolios, or in the event that Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement (except such as may arise
from Custodian or its nominee's own negligent action, negligent failure to act
or willful misconduct, and excluding any compensation payable by the Master
Portfolios to Custodian hereunder), any property at any time held for the
account of the Master Portfolios shall be security therefor.
Custodian shall reimburse, indemnify and make the Master
Portfolios whole for any actual loss or damages, including reasonable fees and
expenses of counsel, arising from Custodian's negligent action, negligent
failure to act or its willful misconduct.
11. Reports by Custodian
Custodian shall furnish the Master Portfolios from time to time
with a statement summarizing all transactions and entries for the account of
the Master Portfolios. Custodian shall furnish the Master Portfolios at the
end of every month with a list of the portfolio securities held for the Master
Portfolios showing the aggregate cost of each issue. Custodian shall furnish
the Master Portfolios, at the close of each quarter of the Master Portfolios'
fiscal year, with a list showing the cost of the securities held by it for the
Master Portfolios hereunder, adjusted for all commitments confirmed by the
Master Portfolios as of such close, certified by a duly authorized officer of
Custodian. The books and records of Custodian pertaining to its actions under
this Agreement shall be open to inspection and audit at reasonable times by
officers of, and auditors employed by, the Trust.
12. Termination of Agreement
This Agreement may be terminated by the Master Portfolios on
ninety (90) days notice, given in writing and sent by registered mail, to
Custodian at 00 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or to the
Trust at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. Upon
termination of this Agreement, pending appointment of a successor to Custodian,
Custodian shall deliver cash, securities or other property of the Master
Portfolios only to a bank (as defined in the Investment Company Act of 1940, as
amended; the "1940 Act") located in San Francisco, California of its own
selection, having an aggregate capital, surplus and undivided profits, as shown
by its last published report of condition of not less than Two Million Dollars
($2,000,000) as custodian for the Master Portfolios to be held under terms
similar to those of this Agreement provided, however, that Custodian shall not
be required to make any
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such delivery or payment until full payment shall have been made by the Master
Portfolios of all liabilities constituting a charge on or against Custodian,
and until full payment shall have been made to Custodian of all its fees,
compensation, costs and expenses, subject to the provisions of Section 10 of
this Agreement. This Agreement may not be assigned by Custodian without the
consent of the Trust, authorized or approved by a resolution of its Board of
Trustees.
13. Deposits of Securities in Securities Depositories
No provision of the Agreement shall be deemed to prevent the use
by Custodian of a central securities clearing agency or securities depository;
provided, however, that Custodian and the central securities clearing agency or
securities depository meet all applicable federal and state laws and
regulations (including all applicable requirements of the 1940 Act and the
rules and regulations promulgated thereunder) and the Board of Trustees
approves by resolution the use of such central securities clearing agency or
securities depository.
14. Records
To the extent that Custodian in any capacity prepares or maintains
any records required to be maintained and preserved by the Trust pursuant to
the provisions of the 1940 Act or the rules and regulations promulgated
thereunder, Custodian agrees to make any such records available to the Trust
upon request and to preserve such records for the periods prescribed in Rule
31a-2 under the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date above- written by their respective
representatives thereunto duly authorized.
MASTER INVESTMENT PORTFOLIO
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
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Title: Secretary, Treasurer and
Chief Operating Officer
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BZW BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Senior Counsel,
Assistant Secretary
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By: /s/ Xxxxxx X. Zolberti
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Name: Xxxxxx X. Zolberti
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Title: Chief Financial Officer
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APPENDIX
Asset Allocation Master Portfolio
Bond Index Master Portfolio
S&P 500 Index Master Portfolio
U.S. Treasury Allocation Master Portfolio
LifePath 2000 Master Portfolio
LifePath 2010 Master Portfolio
LifePath 2020 Master Portfolio
LifePath 2030 Master Portfolio
LifePath 2040 Master Portfolio
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