EXHIBIT 4(a)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of _______________, 2000, by and between MASTER INTERNET
STRATEGIES TRUST, a Delaware business trust (hereinafter referred to as the
"Trust"), and FUND ASSET MANAGEMENT, L.P. , a Delaware limited partnership
(hereinafter referred to as the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as a diversified open-end
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Investment Adviser is engaged principally in rendering
management and investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Investment Adviser to render
management and investment advisory services to the Trust in the manner and on
the terms hereinafter set forth; and
WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the Trust on the terms and conditions
hereinafter set forth; and
WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds (each, a "Fund") that inverts all of their assets in the Trust
and that have the same investment objective and policies as the Trust;
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Investment Adviser hereby agree as
follows:
ARTICLE I
Duties of the Investment Adviser
The Trust hereby employs the Investment Adviser to act as a manager and
investment adviser of the Trust and to furnish or arrange for affiliates to
furnish, the management and investment advisory services described below,
subject to policies of, review by and overall control of the Board of Trustees
of the Trust (the "Trustees"), for the period and on the terms and conditions
set forth in this Agreement. The Investment Adviser 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 provided for herein. The Investment Adviser 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 in any way or
otherwise be deemed agents of the Trust.
(a) Management and Administrative Services. The Investment Adviser shall
perform (or arrange for affiliates to perform) the management and administrative
services necessary for the operation of the Trust including administering
shareholder accounts and handling shareholder relations. The Investment Adviser
shall provide the Trust with office space, equipment and facilities and such
other services as the Investment Adviser, subject to review by the Trustees,
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Investment Adviser also shall, on behalf
of the Trust, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other shareholder service agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Investment Adviser shall generally monitor the Trust's
compliance with investment policies and restrictions as set forth in the
currently effective prospectus and statement of additional information relating
to the shares of the Trust under the Investment Company Act, as amended (the
"Prospectus" and "Statement of Additional Information," respectively). The
Investment Adviser shall make reports to the Trustees of its performance of
obligations hereunder and furnish advice and recommendations with respect to
such other aspects of the business and affairs of the Trust as it shall
determine to be desirable.
(b) Investment Advisory Services. The Investment Adviser 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 supervision of the assets of the Trust, shall furnish
continuously an investment program for the Trust and shall determine from time
to time which securities shall be purchased, sold or exchanged and what portion
of the assets of the Trust shall be held in the various securities in which the
Trust invests, options, futures, options on futures or cash, subject always to
the restrictions set forth in 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 Trust 's investment objectives, investment
policies and investment restrictions as the same are set forth in the Prospectus
and Statement of Additional Information. The Investment Adviser shall also make
decisions for the Trust as to the manner in which voting rights, rights to
consent to corporate action and any other rights pertaining to the Trust's
portfolio securities shall be exercised. Should the Trustees at any time,
however, make any definite determination as to investment policy and notify the
Investment Adviser thereof in writing, the Investment Adviser shall be bound by
such determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Adviser shall take, on behalf of the Trust, all actions which it deems necessary
to implement the investment policies determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Trust's account with brokers or dealers selected by it, and to that end,
the Investment Adviser is authorized as the agent of the Trust to give
instructions to the Custodian of the Trust as to deliveries of securities and
payments of cash for the account of the Trust. In connection with the selection
of such brokers or dealers and the placing of such orders with respect to assets
of the Trust, the Investment Adviser is directed at all times to seek to obtain
execution and price within the policy guidelines determined by the Trustees as
set forth in the Prospectus and Statement of Additional Information. Subject to
this requirement and the provisions of the Investment Company Act, the
Securities Exchange
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Act of 1934, as amended, and other applicable provisions of law, the Investment
Adviser may select brokers or dealers with which it or the Trust is affiliated.
(c) Affiliated Sub-Advisers. In carrying out its responsibilities
hereunder, the Investment Adviser may employ, retain or otherwise avail itself
of the services of other persons or entities including without limitation,
affiliates of the Investment Adviser, on such terms as the Investment Adviser
shall determine to be necessary, desirable or appropriate. However, if the
Investment Adviser chooses to retain or avail itself of the services of another
person or entity to manage assets of the Trust, such other person or entity must
be (i) an affiliate of the Investment Adviser, (ii) retained at the Investment
Adviser's own cost and expense, and (iii) retained subject to the requirements
of Section 15 of the Investment Company Act. Retention of one or more affiliated
sub-advisers, or the employment or retention of other persons or entities to
perform services, shall in no way reduce the responsibilities or obligations of
the Investment Adviser under this Agreement and the Investment Adviser shall be
responsible for all acts and omissions of such affiliated sub-advisers, or other
persons or entities, in connection with the performance of the Investment
Adviser's duties hereunder.
(d) Notice Upon Change in Partners of Investment Adviser. The Investment
Adviser is a limited partnership and its limited partner is Xxxxxxx Xxxxx & Co.,
Inc. and its general partner is Princeton Services, Inc. The Investment Adviser
will notify the Trust of any change in the membership of the partnership within
a reasonable time after such change.
ARTICLE II
Allocation of Charges and Expenses
(a) The Investment Adviser. The Investment 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 Investment Adviser.
(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust (except for the expenses paid by Princeton Funds
Distributor, Inc. (the "Placement Agent")), including, without limitation:
redemption expenses, expenses of portfolio transactions, expenses of registering
shares under federal and state securities laws, pricing costs (including the
daily calculation of net asset value), expenses of printing shareholder reports,
stock certificates, prospectuses and statements of additional information,
Securities and Exchange Commission fees, interest, taxes, custodian and transfer
agency fees, fees and actual out-of-pocket expenses of Trustees who are not
affiliated persons of the Investment Adviser, fees for legal and auditing
services, litigation expenses, costs of printing proxies and other expenses
related to shareholder meetings, and other expenses properly payable by the
Trust. It is also understood that the Trust will reimburse the Investment
Adviser for its costs in providing accounting services to the Trust and each
Fund. The Placement Agent will pay certain of the expenses of the Trust incurred
in connection with the continuous offering of shares of each Fund.
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ARTICLE III
Compensation of the Investment Adviser
Advisory Fee. For the services rendered, the facilities furnished and
expenses assumed by the Investment Adviser, the Trust shall pay to the
Investment Adviser at the end of each calendar month a fee based upon the
average daily value of the net assets of the Trust, as determined and computed
in accordance with the description of the determination of net asset value
contained in the Prospectus and Statement of Additional Information, at the
annual rate of 1.00% of the average daily net assets of the Trust, commencing on
the day following effectiveness hereof. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fee as set
forth above. During any period when the determination of net asset value is
suspended by the Trustees, the net asset value of a share as of the last
business day prior to such suspension shall for this purpose be deemed to be the
net asset value at the close of each succeeding business day until it is again
determined.
ARTICLE IV
Limitation of Liability of the Investment Adviser
The Investment 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 management of the Trust, 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 "Investment Adviser" shall include any affiliates of the
Investment Adviser performing services for the Trust contemplated hereby and
directors, officers and employees of the Investment Adviser and such affiliates.
ARTICLE V
Activities of the Investment Adviser
The services of the Investment Adviser to the Trust are not to be deemed
to be exclusive, and the Investment Adviser and any person controlled by or
under common control with the Investment Adviser (for purposes of 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 are
or may become interested in the Investment Adviser and its affiliates, as
directors, officers, employees and shareholders or otherwise and that directors,
officers, employees and shareholders of the Investment Adviser and its
affiliates are or may become similarly interested in the Trust, and that the
Investment Adviser and directors, officers, employees, partners and shareholders
of its affiliates may become interested in the Trust as shareholders or
otherwise.
ARTICLE VI
Duration and Termination of this Contract
This Agreement shall become effective as of the date first above written
and shall remain in force until , and thereafter, but only so long
as such continuance is specifically approved at least annually by (i) the
Trustees, or by the vote of a majority of the
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outstanding voting securities of the Trust, 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 Trust, or by the Investment Adviser, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees or by the vote of a majority of
outstanding voting securities the Trust, 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 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 thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under the
Investment Company Act.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with 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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
MASTER INTERNET STRATEGIES TRUST
By
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Name:
Title:
FUND ASSET MANAGEMENT, L.P.
By
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Name:
Title:
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