Exhibit (d)(1)
Investment Advisory Agreement
INVESTMENT ADVISORY CONTRACT
MASTER INVESTMENT PORTFOLIO
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
December 1, 2009
BlackRock Fund Advisors
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between Master Investment Portfolio (the
"Trust") on behalf of each of its series set forth on Schedule A attached
hereto, as such Schedule may be amended from time to time (each, a "Master
Portfolio"), and BlackRock Fund Advisors (the "Adviser") as follows:
1. The Trust is a registered open-end management investment company
currently consisting of multiple investment portfolios. Each Master Portfolio
is one of these portfolios. The Trust proposes to engage in the business of
investing and reinvesting the assets of each 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 each Master Portfolio's assets and to provide the advisory services
specified elsewhere in this contract to each Master Portfolio, subject to the
overall supervision of the Board of Trustees of the Trust.
3. The Adviser shall make investments for the account of each 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 each Master Portfolio and shall, when
requested by the Trust's officers or Board of Trustees, supply the reasons for
making particular investments.
(a) The Adviser shall provide to the Trust investment guidance and policy
direction in connection with its daily management of each Master Portfolio's
assets, and shall furnish to the Trust's Board of Trustees periodic reports
on the investment strategy and performance of each Master Portfolio and such
additional reports and information as the Trust's Board of Trustees and
officers shall reasonably request.
(b) The Adviser shall pay the costs of printing and distributing all
materials relating to each Master Portfolio 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 each
Master Portfolio ("Investors") and other materials distributed to existing
or prospective Investors on behalf of each Master Portfolio.
(c) 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 each
Master Portfolio hereunder, may subject to the overall supervision of the
Trust's Board of Trustees and to the extent permitted by applicable law, any
exemptive order issued by the Securities and Exchange Commission (the "SEC")
applicable to the Trust, any Master Portfolio or the Adviser or any SEC staff
no-action or interpretive position that may be relied upon by the Trust, any
Master Portfolio or the Adviser, employ, retain or otherwise avail itself of
the services of other persons or entities (a "Subadviser") at the Adviser's own
cost and expense, including without limitation, affiliates of the Adviser, on
such terms as the Adviser shall determine to be necessary, desirable or
appropriate, 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.
5. The Adviser shall give the Trust and each 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 Investors 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. Notwithstanding any of the foregoing to the
contrary, the provisions of this section shall not be construed so as to
relieve (or attempt to relieve) the Adviser of any liability, to the extent
(but only to the extent) that such liability may not be waived, modified or
limited under applicable law, but shall be construed so as to effectuate the
provisions of this section to the fullest extent permitted by law.
6. In consideration of the services to be rendered by the Adviser under this
contract for each Master Portfolio, the Trust shall pay the Adviser a monthly
fee on the first business day of each month, at the annual rate specified for
that Master Portfolio on Schedule A. The fee shall be based on the average
daily value (as determined on each day that such value is determined for the
applicable Master Portfolio at the time set forth in the Registration Statement
for determining net asset value) of the applicable Master Portfolio's net
assets during the preceding month. If the fee payable to the Adviser pursuant
to this Section 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
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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 each
Master Portfolio's 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 each Master Portfolio's 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 with respect to each Master Portfolio for an
initial period of two years from the date hereof. Thereafter this contract
shall continue in effect with respect to a Master Portfolio for successive
periods of one year each only so long as each continuance is specifically
approved at least annually by (a) the vote of a "majority of the outstanding
voting securities" (as defined in the Act) of that Master Portfolio or by the
Trust's Board of Trustees and (b) 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 with respect to any Master
Portfolio by the Trust without the payment of any penalty, by a vote of a
"majority of the outstanding voting securities" (as defined in the Act) of that
Master Portfolio 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 with respect
to any Master Portfolio automatically in the event of its "assignment" (as
defined in the Act) with respect to such Master Portfolio.
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. Except to the extent governed by the federal security laws, 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 Portfolio, as provided for in the Trust's Agreement and
Declaration of Trust, and shall not be binding upon any Trustee, officer or
Investor of the Trust or a Master Portfolio individually. No Master Portfolio
shall be responsible for the obligations of any other Master Portfolio under
this contract.
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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,
MASTER INVESTMENT PORTFOLIO
on behalf of each Master Portfolio listed on Schedule A from time to time
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: President
ACCEPTED as of the date set
forth above:
BLACKROCK FUND ADVISORS
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxx
--------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
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SCHEDULE A
FEES
MASTER PORTFOLIO ADVISORY FEE RATE
---------------- -----------------
LifePath Retirement Master Portfolio.............. 0.35%
LifePath 2010 Master Portfolio.................... 0.35%
LifePath 2020 Master Portfolio.................... 0.35%
LifePath 2030 Master Portfolio.................... 0.35%
LifePath 2040 Master Portfolio.................... 0.35%
LifePath 2050 Master Portfolio.................... 0.35%
Active Stock Master Portfolio..................... 0.25%
CoreAlpha Bond Master Portfolio................... 0.25%
Bond Index Master Portfolio....................... 0.08%
S&P 500 Stock Master Portfolio.................... 0.05%
Money Market Master Portfolio..................... 0.10%
Prime Money Market Master Portfolio............... 0.10%
Government Money Market Master Portfolio.......... 0.10%
Treasury Money Market Master Portfolio............ 0.10%
Investment Advisory Contract
Schedule A, dated December 1, 2009
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