MASTER INSTITUTIONAL MONEY MARKET LLC (THE "REGISTRANT"): MASTER PREMIER
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GOVERNMENT INSTITUTIONAL PORTFOLIO AND MASTER TREASURY STRATEGIES INSTITUTIONAL
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PORTFOLIO (EACH, A "FUND" AND TOGETHER, THE "FUNDS")
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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
the Amended and Restated Investment Management Agreement between the
Registrant, on behalf of each of the Funds, and BlackRock Advisors, LLC.
EXHIBIT 77Q1(E)
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
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AGREEMENT, dated November 21, 2016, between Master Institutional Money
Market LLC (the "Master LLC"), a Delaware limited liability company, on behalf
of Master Premier Government Institutional Portfolio, and Master Treasury
Strategies Institutional Portfolio (each a "Fund" and together the "Funds"),
and BlackRock Advisors, LLC, a Delaware limited liability company (the
"Advisor").
WHEREAS, the Advisor entered into an Investment Management Agreement with
the Master LLC dated September 29, 2006 and wishes to amend and restate such
agreement for the purpose of reflecting (i) the conversion of the Master LLC
from a Delaware statutory trust to a Delaware limited liability company in June
2007, (ii) name changes affecting the Funds, and (iii) the liquidation of the
Master Institutional Tax-Exempt Fund in January 2016;
WHEREAS, the Advisor has agreed to furnish investment advisory services to
each Fund, series of the Master LLC, an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Board of Directors of the Master LLC has established and
designated the Funds as series of the Master LLC; and
WHEREAS, this Agreement has been approved in accordance with the provisions
of the 1940 Act, and the Advisor is willing to furnish such services upon the
terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. In General. The Advisor agrees, all as more fully set forth herein, to
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act as investment advisor to the Funds with respect to the investment of the
Funds' assets and to supervise and arrange for the day to day operations of the
Funds and the purchase of securities for and the sale of securities held in the
investment portfolios of the Funds.
2. Duties and Obligations of the Advisor with Respect to Investment of
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Assets of the Funds. Subject to the succeeding provisions of this section and
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subject to the direction and control of the Master LLC's Board of Directors,
the Advisor shall (i) act as investment advisor for and supervise and manage
the investment and reinvestment of the Funds' assets and in connection
therewith have complete discretion in purchasing and selling securities and
other assets for the Funds and in voting, exercising consents and exercising
all other rights appertaining to such securities and other assets on behalf of
the Funds; (ii) supervise continuously the investment program of each Fund and
the composition of its investment portfolio; (iii) arrange, subject to the
provisions of paragraph 4 hereof, for the purchase and sale of securities and
other assets held in the investment portfolios of the Funds; and (iv) provide
investment research to the Funds.
3. Duties and Obligations of Advisor with Respect to the Administration of
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the Funds. The Advisor also agrees to furnish office facilities and equipment
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and clerical, bookkeeping and administrative services (other than such
services, if any, provided by the Funds' Custodian, Transfer Agent and Dividend
Disbursing Agent and other service providers) for the Funds. To the extent
requested by the Funds, the Advisor agrees to provide the following
administrative services:
(a) Oversee the determination and publication of each Fund's net asset
value in accordance with the Fund's policy as adopted from time to time by the
Board of Directors;
(b) Oversee the maintenance by the Funds' Custodian and Transfer Agent
and Dividend Disbursing Agent of certain books and records of the Funds as
required under Rule 31a1(b)(4) of the 1940 Act and maintain (or oversee
maintenance by such other persons as approved by the Board of Directors) such
other books and records required by law or for the proper operation of the
Funds;
(c) Oversee the preparation and filing of each Fund's federal, state and
local income tax returns and any other required tax returns;
(d) Review the appropriateness of and arrange for payment of each Fund's
expenses;
(e) Prepare for review and approval by officers of the Master LLC's
financial information for the Funds' semiannual and annual reports, proxy
statements and other communications with shareholders required or otherwise to
be sent to Fund shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(f) Prepare for review by an officer of the Master LLC the Funds'
periodic financial reports required to be filed with the Securities and
Exchange Commission ("SEC") on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and
such other reports, forms and filings, as may be mutually agreed upon;
(g) Prepare such reports relating to the business and affairs of the
Funds as may be mutually agreed upon and not otherwise appropriately prepared
by the Funds' custodian, counsel or auditors;
(h) Make such reports and recommendations to the Board of Directors
concerning the performance of the independent accountants as the Board of
Directors may reasonably request or deems appropriate;
(i) Make such reports and recommendations to the Board of Directors
concerning the performance and fees of the Funds' Custodian and Transfer Agent
and Dividend Disbursing Agent as the Board of Directors may reasonably request
or deems appropriate;
(j) Oversee and review calculations of fees paid to the Funds' service
providers;
(k) Oversee each Fund's portfolio and perform necessary calculations as
required under Section 18 of the 1940 Act;
(l) Consult with the Master LLC's officers, independent accountants,
legal counsel, custodian, accounting agent and transfer and dividend disbursing
agent in establishing the accounting policies of the Funds and monitor
financial and shareholder accounting services;
(m) Determine the amounts available for distribution as dividends and
distributions to be paid by each Fund to its shareholders; prepare and arrange
for the printing of dividend notices to shareholders; and provide the Funds'
dividend disbursing agent and custodian with such information as is required
for such parties to effect the payment of dividends and distributions and to
implement the Funds' dividend reinvestment plan;
(n) Prepare such information and reports as may be required by any banks
from which a Fund borrows funds;
(o) Provide such assistance to the Custodian and the Funds' counsel and
auditors as generally may be required to properly carry on the business and
operations of the Fund;
(p) Respond to or refer to the Master LLC's officers or transfer agent,
shareholder (including any potential shareholder) inquiries relating to the
Funds; and
(q) Supervise any other aspects of the Funds' administration as may be
agreed to by the Master LLC and the Advisor.
All services are to be furnished through the medium of any directors,
officers or employees of the Advisor or its affiliates as the Advisor deems
appropriate in order to fulfill its obligations hereunder.
The Funds will reimburse the Advisor or its affiliates for all out of pocket
expenses incurred by them in connection with the performance of the
administrative services described in this paragraph 3. The Funds will reimburse
the Advisor and its affiliates for their costs in providing accounting services
to the Funds.
4. Covenants. (a) In the performance of its duties under this Agreement, the
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Advisor shall at all times conform to, and act in accordance with, any
requirements imposed by: (i) the provisions of the 1940 Act and the Investment
Advisers Act of 1940, as amended, and all applicable Rules and Regulations of
the Securities and Exchange Commission; (ii) any other applicable provision of
law; (iii) the provisions of the Limited Liability Company Agreement and By
Laws of the Master LLC, as such documents are amended from time to time;
(iv) the investment objectives and policies of the Funds as set forth in their
Registration Statement on Form N-1A and/or the resolutions of the Board of
Directors; and (v) any policies and determinations of the Board of Directors of
the Master LLC; and
(b) In addition, the Advisor will:
(i) place orders either directly with the issuer or with any broker or
dealer. Subject to the other provisions of this paragraph, in placing orders
with brokers and dealers, the Advisor will attempt to obtain the best price and
the most favorable execution of its orders. In placing orders, the Advisor will
consider the experience and skill of the firm's securities traders as well as
the firm's financial responsibility and administrative efficiency. Consistent
with this obligation, the Advisor may select brokers on the basis of the
research, statistical and pricing services they provide to the Funds and other
clients of the Advisor. Information and research received from such brokers
will be in addition to, and not in lieu of, the services required to be
performed by the Advisor hereunder. A commission paid to such brokers may be
higher than that which another qualified broker would have charged for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in terms either of the transaction or
the overall responsibility of the Advisor to the Funds and its other clients
and that the total commissions paid by each Fund will be reasonable in relation
to the benefits to the Fund over the long term. Subject to the foregoing and
the provisions of the 1940 Act, the Securities Exchange Act of 1934, as
amended, and other applicable provisions of law, the Advisor may select brokers
and dealers with which it or the Master LLC is affiliated;
(ii) maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. When the Advisor makes investment recommendations for the
Funds, its investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale
for each Fund's account are customers of the commercial department of its
affiliates; and
(iii) treat confidentially and as proprietary information of the Funds
all records and other information relative to the Funds, and the Funds' prior,
current or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
each Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Funds.
5. Services Not Exclusive. Nothing in this Agreement shall prevent the
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Advisor or any officer, employee or other affiliate thereof from acting as
investment advisor for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that the Advisor
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations under this Agreement.
6. Sub-Advisors. The Advisor may from time to time, in its sole discretion
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to the extent permitted by applicable law, appoint one or more sub-advisors,
including, without limitation, affiliates of the
Advisor, to perform investment advisory services with respect to the Funds. The
Advisor may terminate any or all sub-advisors in its sole discretion at any
time to the extent permitted by applicable law.
7. Books and Records. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the Master LLC are the property of the Master LLC and further
agrees to surrender promptly to the Master LLC any such records upon the Master
LLC's request. The Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Advisor will bear all
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costs and expenses of its employees and any overhead incurred in connection
with its duties hereunder and shall bear the costs of any salaries or
directors' fees of any officers or directors of the Master LLC who are
affiliated persons (as defined in the 0000 Xxx) of the Advisor; provided that
the Board of Directors of the Master LLC may approve reimbursement to the
Advisor of the pro rata portion of the salaries, bonuses, health insurance,
retirement benefits and all similar employment costs for the time spent on Fund
operations, (including, without limitation, compliance matters) (other than the
provision of investment advice and administrative services required to be
provided hereunder) of all personnel employed by the Advisor who devote
substantial time to Fund operations or the operations of other investment
companies advised by the Advisor.
9. Compensation of the Advisor. (a) The Master LLC, on behalf of each Fund,
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agrees to pay to the Advisor and the Advisor agrees to accept as full
compensation for all services rendered by the Advisor as such, a monthly fee
(the "Investment Advisory Fee") in arrears at an annual rate equal to the
amount set forth in Schedule A hereto of the average daily value of each Fund's
Net Assets. "Net Assets" means the total assets of a Fund minus the sum of the
accrued liabilities. For any period less than a month during which this
Agreement is in effect, the fee shall be prorated according to the proportion
which such period bears to a full month of 28, 29, 30 or 31 days, as the case
may be.
(b) For purposes of this Agreement, the net assets of each Fund shall be
calculated pursuant to the procedures adopted by resolutions of the Directors
of the Master LLC for calculating the value of each Fund's assets or delegating
such calculations to third parties.
10. Indemnity. (a) A Fund may, in the discretion of the Board of Directors
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of the Master LLC, indemnify the Advisor, and each of the Advisor's directors,
officers, employees, agents, associates and controlling persons and the
directors, partners, members, officers, employees and agents thereof (including
any individual who serves at the Advisor's request as director, officer,
partner, member, trustee or the like of another entity) (each such person being
an "Indemnitee") against any liabilities and expenses, including amounts paid
in satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil
or criminal, before any court or administrative or investigative body in which
such Indemnitee may be or may have been involved as a party or otherwise or
with which such Indemnitee may be or may have been threatened, while acting in
any capacity set forth herein or thereafter by reason of such Indemnitee having
acted in any such capacity, except with respect to any matter as to which such
Indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of the
Master LLC and furthermore, in the case of any criminal proceeding, so long as
such Indemnitee had no reasonable cause to believe that the conduct was
unlawful; provided, however, that (1) no Indemnitee shall be indemnified
hereunder against any liability to the Master LLC or a Fund or its shareholders
or any expense of such Indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties
involved in the conduct of such Indemnitee's position (the conduct referred to
in such clauses (i) through (iv) being sometimes referred to herein as
"disabling conduct"), (2) as to any matter disposed of by settlement or a
compromise payment by such Indemnitee, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other expenses
shall be provided unless there has been a determination that such settlement or
compromise is in the best interests of a Fund and that such Indemnitee appears
to have acted in good faith in the reasonable belief that such Indemnitee's
action was in the best interest of a Fund and did not involve disabling conduct
by such Indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be
mandatory only if the prosecution of such action, suit or other proceeding by
such Indemnitee was authorized by a majority of the full Board of Directors of
the Master LLC.
(b) A Fund may make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Master LLC receives a written affirmation of the Indemnitee's
good faith belief that the standard of conduct necessary for indemnification
has been met and a written undertaking to reimburse a Fund unless it is
subsequently determined that such Indemnitee is entitled to such
indemnification and if the Directors of the Master LLC determine that the facts
then known to them would not preclude indemnification. In addition, at least
one of the following conditions must be met: (A) the Indemnitee shall provide
security for such Indemnitee undertaking, (B) the Master LLC shall be insured
against losses arising by reason of any unlawful advance, or (C) a majority of
a quorum consisting of Directors of the Master LLC who are neither "interested
persons" of the Master LLC (as defined in Section 2(a)(19) of the 0000 Xxx) nor
parties to the proceeding ("Disinterested Non Party Directors") or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial type inquiry),
that there is reason to believe that the Indemnitee ultimately will be found
entitled to indemnification.
(c) All determinations with respect to the standards for indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such Indemnitee is not
liable or is not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non Party Directors of the
Master LLC, or (ii) if such a quorum is not obtainable or, even if obtainable,
if a majority vote of such quorum so directs, independent legal counsel in a
written opinion. All determinations that advance payments in connection with
the expense of defending any proceeding shall be authorized and shall be made
in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not
exclude any other right to which such Indemnitee may be lawfully entitled.
11. Limitation on Liability. The Advisor will not be liable for any error of
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judgment or mistake of law or for any loss suffered by the Advisor or by the
Funds in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement. As used in this
Section 11, the term "Advisor" shall include any affiliates of the Advisor
performing services for the Master LLC contemplated hereby and partners,
directors, officers and employees of the Advisor and of such affiliates.
12. Duration and Termination. This Agreement shall become effective as of
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the date hereof and, unless sooner terminated with respect to the Funds as
provided herein, shall continue in effect until June 30, 2017. Thereafter, if
not terminated, this Agreement shall continue in effect with respect to the
Funds for successive annual periods ending on June 30, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the Master LLC's Board of Directors or the vote of a majority of
the outstanding voting securities of each Fund at the time outstanding and
entitled to vote, and (b) by the vote of a majority of the Directors who are
not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing, this Agreement may be terminated by
the Master LLC, on behalf of a Fund, at any time, without the payment of any
penalty, upon giving the Advisor 60 days' notice (which notice may be waived by
the Advisor), provided that such termination by the Master LLC, on behalf of a
Fund, shall be directed or approved by the vote of a majority of the Directors
of the Master LLC in office at the time or by the vote of the holders of a
majority of the voting securities of each Fund at the time outstanding and
entitled to vote, or by the Advisor on 60 days' written notice (which notice
may be waived by the Master LLC, on behalf of a Fund). This Agreement will also
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings of such terms
in the 1940 Act.)
13. Notices. Any notice under this Agreement shall be in writing to the
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other party at such address as the other party may designate from time to time
for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.
14. Amendment of this Agreement. This Agreement may be amended by the
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parties only if such amendment is specifically approved by the vote of the
Board of Directors of the Master LLC, including a majority of those Directors
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
and, where required by the 1940 Act, by a vote of a majority of the outstanding
voting securities of each Fund.
15. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York for contracts to be performed
entirely therein without reference to choice of law principles thereof and in
accordance with the applicable provisions of the 1940 Act. To the extent that
the applicable laws of the State of New York, or any of the provisions,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
16. Use of the Name BlackRock. The Advisor has consented to the use by the
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Master LLC of the name or identifying word "BlackRock" in the name of the
Master LLC and the Funds. Such consent is conditioned upon the employment of
the Advisor as the investment advisor to the Funds. The name or identifying
word "BlackRock" may be used from time to time in other connections and for
other purposes by the Advisor and any of its affiliates. The Advisor may
require a Fund to cease using "BlackRock" in the name of the Master LLC and the
Funds if the Funds cease to employ, for any reason, the Advisor, any successor
thereto or any affiliate thereof as investment advisor of the Funds.
17. Miscellaneous. The captions in this Agreement are included for
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convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.
18. Counterparts. This Agreement may be executed in counterparts by the
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parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to
be executed by their duly authorized officers, all as of the day and the year
first above written.
MASTER INSTITUTIONAL MONEY MARKET, LLC
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: President and Chief Executive
Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Managing Director
Schedule A
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Investment Advisory Fee
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Name of Funds Investment Advisory Fee
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Master Premier Government Institutional
Portfolio............................. 0.05%
Master Treasury Strategies
Institutional Portfolio............... 0.05%
