Master Large Cap Series LLC (the "Registrant"): Master
Advantage Large Cap Core Portfolio and Master Advantage Large
Cap Value Portfolio (each, a "Portfolio")
77Q1(e):
Copies of any new or amended Registrant investment advisory
contracts
Attached please find as an exhibit to Sub-Item 77Q1(e) of Form
N-SAR, a copy of Amendment No. 1 to the Investment Management
Agreement between the Registrant and BlackRock Advisors, LLC on
behalf of each Portfolio.
Amendment No. 1 to the Investment Management Agreement
This Amendment No. 1 to the Investment Management
Agreement dated as of June 12, 2017 (the "Amendment") is entered
into by and between Master Large Cap Series LLC, a Delaware
limited liability company (formerly known as Master Large Cap
Series Trust, a Delaware statutory trust) (the "Master LLC"), on
behalf of Master Advantage Large Cap Value Portfolio (formerly
known as Master Large Cap Value Portfolio) and Master Advantage
Large Cap Core Portfolio (formerly known as Master Large Cap
Core Portfolio) (each, a "Master Portfolio"), and BlackRock
Advisors, LLC, a Delaware limited liability company (the
"Advisor").
WHEREAS, the Master LLC and the Advisor have entered
into an Investment Management Agreement dated September 29, 2006
(the "Management Agreement") pursuant to which the Advisor
agreed to act as investment advisor to each Master Portfolio and
another series of the Master LLC; and
WHEREAS, the Management Agreement provides that the
Master LLC, on behalf of each Master Portfolio and another
series of the Master LLC, will pay to the Advisor a monthly fee
in arrears at an annual rate equal to the amount set forth in
Schedule A thereto; and
WHEREAS, the Management Agreement provides that the
Management Agreement may be amended by the parties to the
Management Agreement only if the amendment is specifically
approved by a vote of the Board of Directors of the Master LLC,
including a majority of those Directors who are not parties to
the Management Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on
such approval, and, where required by the Investment Company Act
of 1940, as amended, by a vote of the majority of the
outstanding voting securities of each Master Portfolio; and
WHEREAS, the Board of Directors, including a majority
of those Directors who are not interested persons of the Master
LLC, specifically approved this Amendment at an in-person
meeting held on May 24, 2017;
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Schedule A of the Management Agreement is hereby
amended as set forth on the Schedule A attached
hereto only with respect to each Master Portfolio.
2. Except as otherwise set forth herein, the terms and
conditions of the Management Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 1 to the Investment Management Agreement to
be executed by their officers designated below as of the day and
year first above written.
MASTER LARGE CAP SERIES LLC, on
behalf of MASTER ADVANTAGE LARGE
CAP VALUE PORTFOLIO AND MASTER
ADVANTAGE LARGE CAP CORE PORTFOLIO
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: President and Chief
Executive Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Schedule A
Investment Advisory Fee
Master Advantage Large Cap Value Portfolio:
Portion of Average Daily Value of Net Assets of the Fund
Investment Advisory Fee
First $1 billion
0.49%
$1 billion - $3 billion
0.46%
$3 billion - $5 billion
0.44%
$5 billion - $10 billion
0.43%
Greater than $10 billion
0.42%
Master Advantage Large Cap Core Portfolio:
Portion of Average Daily Value of Net Assets of the Fund
Investment Advisory Fee
First $1 billion
0.45%
$1 billion - $3 billion
0.42%
$3 billion - $5 billion
0.41%
$5 billion - $10 billion
0.39%
Greater than $10 billion
0.38%
