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EXHIBIT 4(d)
SUB-ADVISORY AGREEMENT
AGREEMENT made as of February 11, 1999, by and between MERCURY ASSET
MANAGEMENT MASTER TRUST, a Delaware business trust (hereinafter referred to as
the "Trust") on behalf of its series MERCURY MASTER PAN-EUROPEAN GROWTH
PORTFOLIO (the "Portfolio"), and FUND ASSET MANAGEMENT, L.P., a Delaware limited
partnership (hereinafter referred to as "FAM").
W I T N E S S E T H:
WHEREAS, the Trust is a Delaware business trust engaged in business as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (hereinafter referred to as the "Investment Company
Act"); and
WHEREAS, the Trustees of the Trust (the "Trustees") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares; and
WHEREAS, the Trustees have established and designated the Portfolio as a
series of the Trust; and
WHEREAS, FAM is engaged principally in rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Trust, on behalf of the Portfolio, has entered into an
investment advisory agreement (the "MAM Advisory Agreement"), dated September
23, 1998, with Mercury Asset
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Management International Ltd. (hereinafter referred to as "MAM") pursuant to
which MAM will provide investment advisory and management services to the Trust
and the Portfolio; and
WHEREAS, FAM is willing to provide investment advisory services to the
Portfolio with respect to all or a portion of the daily cash position of the
Portfolio on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and FAM hereby agree as follows:
ARTICLE I
Duties of FAM
The Trust hereby employs FAM to act as an investment adviser for all or a
portion of the daily cash position of the Portfolio and to furnish, or arrange
for affiliates to furnish, certain investment advisory services with respect to
such portion of the Portfolio, as described below, subject to the policies of,
review by and overall control of the Trustees of the Trust, for the period and
on the terms and conditions set forth in this Agreement. FAM hereby accepts such
employment and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the obligations herein
set forth for the compensation, to be paid by MAM, provided for herein. FAM and
its affiliates shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust or Portfolio in any way or
otherwise be deemed agents of the Trust or Portfolio.
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FAM shall provide (or arrange for affiliates to provide) the Trust with
such investment research, advice and supervision as the latter may from time to
time consider necessary for the proper management of the portion of the daily
cash position of the Portfolio from time to time managed by FAM. All advice and
recommendations provided by FAM shall be subject to the restrictions of the
Declaration of Trust and By-Laws of the Trust, as amended from time to time, the
provisions of the Investment Company Act and the statements relating to the
Portfolio's investment objectives, investment policies and investment
restrictions as the same are set forth in the Trust's current Registration
Statement.
ARTICLE II
Allocation of Charges and Expenses
FAM assumes and shall pay for maintaining the staff and personnel
necessary to perform its obligations under this Agreement and shall pay all
compensation of officers of the Trust and all Trustees of the Trust who are
affiliated persons of FAM to the extent not otherwise paid by MAM.
ARTICLE III
Compensation of FAM
For the services rendered, the facilities furnished and expenses assumed
by FAM, 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 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.
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ARTICLE IV
Limitation of Liability of FAM
FAM shall not be liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or omission in the
performance of services rendered hereunder with respect to the Trust and the
Portfolio, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder. As used in this Article IV, the term "FAM" shall include
any affiliates of FAM performing services for the Trust contemplated hereby and
partners, directors, officers and employees of FAM and such affiliates.
ARTICLE V
Activities of FAM
The services of FAM to the Trust and the Portfolio are not to be deemed
to be exclusive, and FAM and any person controlled by or under common control
with FAM (for purposes of this Article V referred to as "affiliates") is free to
render services to others. It is understood that Trustees, officers, employees
and shareholders of the Trust and Portfolio are or may become interested in FAM
and its affiliates, as directors, officers, partners, employees and
shareholders, and that FAM and its affiliates are or may become similarly
interested in the Trust or Portfolio.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written,
and shall remain in force until the date of termination of the Advisory
Agreement (but not later than two years
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after the effective date of this Agreement) and thereafter, but only so long as
such continuance is specifically approved at least annually by (i) the Trustees
of the Trust, or by the vote of a majority of the outstanding voting securities
of the Portfolio, and (ii) a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio, or by FAM, on sixty days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
assignment. Any termination shall be without prejudice to the completion of
transactions already initiated.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
approved in compliance with the requirements of the Investment Company Act and
the rules and regulations thereunder.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations
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thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
ARTICLE IX
Governing Law
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.
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.
ARTICLE X
Limitation of Obligations of the Portfolio
The obligations of the Portfolio shall be limited to the assets of the
Portfolio, shall be separate from the obligations of any other series of the
Trust, and the Portfolio shall not be liable for the obligations of any other
series of the Trust.
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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
MASTER TRUST on behalf of its series
MERCURY MASTER PAN-EUROPEAN
GROWTH PORTFOLIO
By:
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Title:
FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
GENERAL PARTNER
By:
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Title:
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