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EXHIBIT 4(d)
SUB-ADVISORY AGREEMENT
AGREEMENT made as of ______________, 1998, by and between MERCURY ASSET
MANAGEMENT INTERNATIONAL LTD., a corporation organized under the laws of England
and Wales (hereinafter referred to as the "Investment Adviser"), and FUND ASSET
MANAGEMENT, L.P., a Delaware limited partnership (hereinafter referred to as the
"Sub- Adviser").
W I T N E S S E T H:
WHEREAS, MERCURY ASSET MANAGEMENT MASTER TRUST (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 MERCURY MASTER PAN-
EUROPEAN GROWTH PORTFOLIO (the "Portfolio") as a series of the Trust; and
WHEREAS, the Investment Adviser and the Sub-Adviser are engaged
principally in rendering investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Investment Adviser is also regulated by the Investment
Management Regulatory Organization, a self-regulating organization recognized
under the Financial Services
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Act of 1986 of the United Kingdom (hereinafter referred to as "IMRO"), and the
conduct of its investment business is regulated by IMRO; and
WHEREAS, the Investment Adviser has entered into an investment advisory
agreement with the Trust on behalf of the Portfolio (the "Advisory Agreement"),
dated __________________, pursuant to which the Investment Adviser will provide
investment advisory and management services to the Trust and the Portfolio; and
WHEREAS, the Sub-Adviser is willing to provide sub-advisory services to
the Investment Adviser with respect to 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 Sub-Adviser and the Investment Adviser hereby agree
as follows:
ARTICLE I
Duties of the Sub-Adviser
The Investment Adviser hereby employs the Sub-Adviser to act as
sub-adviser to the Investment Adviser and to furnish, or arrange for affiliates
to furnish, certain investment advisory services with respect to the daily cash
position of the Portfolio, as described below, subject to the supervision of the
Investment Adviser and the Trustees of the Trust, for the period and on the
terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts
such employment and agrees during such period to render, or arrange for the
rendering of, such services and to assume the obligations herein set forth for
the compensation from the Investment Adviser provided for herein. The
Sub-Adviser and its affiliates shall for all purposes herein be
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deemed to be an independent contractor 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 an agent of the Trust or Portfolio.
The Sub-Adviser shall provide the Investment Adviser with such investment
research, advice and supervision as the latter may from time to time consider
necessary for the proper management of the daily cash position of the Portfolio.
All advice and recommendations provided by the Sub-Adviser 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 currently
effective prospectus and statement of additional information relating to the
shares of the Portfolio under the Securities Act of 1933, as amended (the
"Prospectus" and "Statement of Additional Information", respectively).
ARTICLE II
Allocation of Charges and Expenses
The Sub-Adviser assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement, and shall
at its own expense provide the office space, equipment and facilities which it
is obligated to provide under Article I hereof and shall pay all compensation of
officers of the Trust and all Trustees of the Trust who are affiliated persons
of the Sub-Adviser to the extent not otherwise paid by the Investment Adviser.
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ARTICLE III
Compensation of the Sub-Adviser
For the services rendered, the facilities furnished and expenses assumed
by the Sub-Adviser, the Investment Adviser shall pay to the Sub-Adviser a fee
in an amount to be determined from time to time by the Investment Adviser and
the Sub-Adviser but in no event in excess of the amount that the Investment
Adviser actually receives for providing services to the Trust and the Portfolio
pursuant to the Advisory Agreement.
ARTICLE IV
Limitation of Liability of the Sub-Adviser
The Sub-Adviser 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 sub-advisory services rendered 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 Sub-Adviser
shall include any affiliates of the Sub-Adviser performing services for the
Investment Adviser contemplated hereby and directors, officers and employees of
the Sub-Adviser and such affiliates.
ARTICLE V
Activities of the Sub-Adviser
The services of the Sub-Adviser to the Trust and the Portfolio are not to
be deemed to be exclusive, and the Sub-Adviser and any person controlled by or
under common control with the Sub-Adviser (for purposes of this Article V
referred to as "affiliates") is free to render services to
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others. It is understood that Trustees, officers, employees and shareholders of
the Trust or Portfolio are or may become interested in the Sub-Adviser and its
affiliates, as directors, officers, partners, employees and shareholders of the
Sub-Adviser and its affiliates are or may become similarly interested in the
Trust or Portfolio, and that the Sub-Adviser and directors, officers, employees,
partners and shareholders of the Sub-Adviser or its affiliates may become
interested in the Trust or Portfolio as shareholders or otherwise.
ARTICLE VI
Investment Adviser Statements Pursuant to IMRO Rules
Any complaints concerning the Investment Adviser should be in writing
addressed to the attention of the Compliance Officer of the Investment Adviser.
The Trust has the right to obtain from the Investment Adviser a copy of the IMRO
complaints procedure and to approach the Investment Ombudsman directly.
ARTICLE VII
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 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.
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This Agreement may be terminated at any time, without the payment of any
penalty, by the Investment Adviser or by vote of a majority of the outstanding
voting securities of the Portfolio, or by the Sub-Adviser, on sixty days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its assignment or in the event of the termination of the
Advisory Agreement. Any termination shall be without prejudice to the completion
of transactions already initiated.
ARTICLE VIII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Trust or by the vote of a
majority of 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.
ARTICLE IX
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 thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
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ARTICLE X
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.
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 on any number of counterparts, all of which together shall
constitute one and the same instrument.
MERCURY ASSET MANAGEMENT INTERNATIONAL LTD.
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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