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EXHIBIT 8(f)
FEE AGREEMENT
AGREEMENT made as of February 11, 1999, by and among MERCURY ASSET
MANAGEMENT INTERNATIONAL LTD., a corporation organized under the laws of England
and Wales (hereinafter referred to as "MAM"), FUND ASSET MANAGEMENT, L.P., a
Delaware limited partnership (hereinafter referred to as "FAM") and MERCURY
ASSET MANAGEMENT MASTER TRUST, a Delaware business trust (hereinafter referred
to as the "Trust") on behalf of its series, MERCURY MASTER U.S. LARGE CAP
PORTFOLIO (the "Portfolio").
WITNESSETH:
WHEREAS, MAM acts as investment adviser to the Portfolio pursuant to
the investment advisory agreement between MAM and the Trust on behalf of the
Portfolio dated as of December 22, 1998 (hereinafter referred to as the "MAM
Advisory Agreement");
WHEREAS, FAM acts as sub-adviser to the Portfolio pursuant to the
sub-advisory agreement between FAM and the Trust on behalf of the Portfolio
dated as of February 11, 1999 (hereinafter referred to as the "Sub-Advisory
Agreement");
WHEREAS, Article III of the Sub-Advisory Agreement provides that the
Trust shall use its reasonable best efforts to cause MAM to pay to FAM at the
end of each calendar month a fee of at least $1.00 or another amount to be
determined from time to time by MAM and FAM, but
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in no event in excess of the amount that MAM actually receives for providing
services to the Trust and the Portfolio pursuant to the MAM Advisory Agreement.
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, MAM, FAM and the Trust hereby agree as follows:
1. MAM shall pay FAM at the end of each calendar month a fee of $1.00.
2. This Agreement may be amended from time to time by written agreement
signed by the parties hereto.
3. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act of
1940, as amended (the "Investment Company Act"). To the extent that the
applicable laws 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 and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto in any number of counterparts, all of which together shall
constitute one and the same instrument.
MERCURY ASSET MANAGEMENT INTERNATIONAL LTD.
By: /s/ X. X. Xxxxx
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Title
FUND ASSET MANAGEMENT, L.P.
BY: PRINCETON SERVICES, INC.
GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
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Title
MERCURY ASSET MANAGEMENT MASTER TRUST
on behalf of its series,
MERCURY MASTER U.S. LARGE CAP PORTFOLIO
By:/s/ X.X. Xxxxx
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Title
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