1
EX-99.B5(a)(ii)
INVESTMENT ADVISORY CONTRACT
MANAGED SERIES INVESTMENT TRUST
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
January 1, 1996
BZW Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") on behalf of the Short-Intermediate Term Master Portfolio (the "Master
Portfolio") and BZW Barclays Global Fund Advisors (the "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 Short-Intermediate Term 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 is engaging the Adviser to manage the investing and
reinvesting of the Master Portfolio's assets and to provide the advisory
services specified elsewhere in this contract to the Master Portfolio, subject
to the overall supervision of the Board of Trustees of the Trust. Pursuant to
an administration agreement between the Trust and an administrator (the
"Administrator") on behalf of the Master Portfolio, the Trust has engaged the
Administrator to provide the administrative services specified therein.
3. (a) The Adviser shall make investments for the account of the
Master Portfolio 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 Portfolio 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 Portfolio's assets, including oral and written research, analysis,
advice, statistical and economic data and information and judgments, and shall
furnish to the Trust's Board of Trustees periodic reports on the investment
strategy and performance of the Master Portfolio 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 Portfolio prepared by it, or
prepared at its request, other than such costs relating to proxy statements,
prospectuses, reports for holders of beneficial interests ("Interests") of the
Master Portfolio ("Holders") and other materials distributed to existing or
prospective Holders on behalf of the Master Portfolio .
(d) The Adviser 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 Portfolio 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 materially
alter the obligations of the parties unless the Adviser gives the Trust at
least 60 days' prior written notice thereof.
2
5. Except as provided in the Trust's advisory contracts and
administration agreement, the Trust shall bear all costs of its operations,
including the compensation of its Trustees who are not affiliated with the
Adviser, the Administrator or any of their affiliates; advisory and
administration fees; governmental fees; interest charges; taxes; fees and
expenses of its independent auditors, legal counsel, transfer agent and
dividend disbursing agent; expenses of redeeming Interests; expenses of
preparing and printing Part As (except the expense of printing and mailing Part
As used for promotional purposes), Holders' reports, notices, proxy statements
and reports to regulatory agencies; travel expenses of trustees, officers and
employees; office supplies; insurance premiums and certain expenses relating to
insurance coverage; trade association membership dues; brokerage and other
expenses connected with the execution of portfolio securities transactions;
fees and expenses of any custodian, including those for keeping books and
accounts and calculating the net asset value per share of the Master Portfolio;
expenses of Holders' meetings; expenses relating to the issuance, and any
registration and qualification of, Interests of the Master Portfolio; pricing
services, if any; organizational expenses; and any extraordinary expenses.
Expenses attributable to one or more, but not all, of the Master Portfolios are
to be charged against the assets of the relevant Master Portfolio. General
expenses of the Trust are allocated among the Master Portfolios in a manner
proportionate to the net assets of each of the Master Portfolios, on a
transactional basis or on such other basis as the Board of Trustees deems
equitable.
6. The Adviser shall give the Trust and the Master Portfolio the
benefit of the Adviser's best judgment and efforts in rendering 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 Holders 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.
7. 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 0.45% 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 Adviser pursuant to this
paragraph 7 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 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
Interests.
8. If in any fiscal year the total expenses incurred by, or
allocated to, the Master Portfolio excluding taxes, interest, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles and
extraordinary expenses of the Master Portfolio, but including the fees provided
for in paragraph 7, exceed the most restrictive expense limitation applicable
to the Master Portfolio imposed by state securities laws or regulations
thereunder, as these limitations may be raised or lowered from time to time,
the Adviser shall waive or reimburse a pro rata portion of its fees hereunder.
9. This contract shall become effective on 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 for the purpose of voting on
such approval, 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 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 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).
10. 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.
2
3
11. This contract shall be governed by and construed in
accordance with the laws of the State of California.
12. 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 Holder of the
Trust or 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.
Very truly yours,
MANAGED SERIES INVESTMENT TRUST
on behalf of the Short-Intermediate Term
Master Portfolio
By: /s/ XXXXXXX X. XXXXX, XX.
-----------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
---------------------------------------
Title: Chief Operating Officer,
Secretary and Treasurer
--------------------------------------
ACCEPTED as of the date
set forth above:
BZW BARCLAYS GLOBAL FUND ADVISORS
By: /s/ XXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------------
Title: Senior Counsel, Assistant Secretary
------------------------------------
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------------------
Title: Chief Financial Officer
------------------------------------
3
