INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of _____________, 2000, 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 SELECT GROWTH PORTFOLIO (the
"Portfolio") and MERCURY ASSET MANAGEMENT US, (hereinafter referred to as the
"Investment Adviser"), a division of Fund Asset Management, L.P., a Delaware
limited partnership.
W I T N E S S E T H:
WHEREAS, the Trust is 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, 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 provide
management and investment advisory services to the Portfolio 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 Portfolio on the terms and conditions
hereafter set forth;
NOW, THEREFORE, in consideration of the premises 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 Portfolio and to furnish, or arrange for affiliates to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of 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 or the Portfolio
in any way or otherwise be deemed agents of the Trust or the Portfolio.
(a) Management Services. The Investment Adviser shall perform (or
arrange for the performance of) the management and administrative services
necessary for the operation of the Trust and the Portfolio. The Investment
Adviser shall provide the Trust and the Portfolio with office space,
facilities, equipment and necessary personnel 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 shall also, on behalf of the
Trust and the Portfolio, conduct relations (or arrange for the conduct of
such relations) with custodians, depositories, transfer agents, dividend
disbursing agents, other shareholder servicing 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
(or arrange for the monitoring of) the Trust's and the Portfolio's
compliance with investment policies and restrictions as set forth in the
Registration Statement of the Trust filed with the Securities and Exchange
Commission under the Investment Company Act, as amended from time to time
(the "Registration Statement"). The Investment Adviser shall make reports
(or arrange for the making of such 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
Portfolio as it shall determine to be desirable.
(b) Investment Advisory Services. The Investment Adviser shall provide
(or arrange for the provision of) 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 Portfolio, shall
furnish (or arrange for the furnishing of) continuously an investment
program for the Portfolio and shall determine (or arrange for the
determination of) from time to time which securities shall be purchased,
sold or exchanged and what portion of the assets of the Portfolio shall be
held in the various securities and other financial instruments in which the
Portfolio invests or cash, subject always 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. The Investment Adviser shall make decisions (or
arrange for the making of such 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 Portfolio'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,
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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 Portfolio, all actions (or arrange for the taking of all such
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 Portfolio'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 Portfolio as to deliveries of securities and payments of
cash for the account of the Portfolio. In connection with the selection of
such brokers or dealers and the placing of such orders with respect to
assets of the Portfolio, the Investment Adviser is directed at all times to
seek to obtain execution and price within the policy guidelines determined
by the Trustees and set forth in the then current Registration Statement.
Subject to this requirement and the provisions of the Investment Company
Act, the Securities Exchange 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) 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 Portfolio, or any
portion thereof as determined by the Investment Adviser such other person
or entity must be (i) retained at the Investment Adviser's own cost and
expense and (ii) retained subject to the requirements of Section 15 of the
Investment Company Act. Retention of one or more 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 sub-advisers, or other
persons or entities, in connection with the performance of the Investment
Adviser's duties hereunder.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Investment Adviser. The Investment Adviser assumes and shall
pay, or cause its affiliate to 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, facilities and necessary
personnel which it is obligated to provide under Article I hereof. The
Investment Adviser shall pay, or cause its affiliate to pay, compensation
of all Officers of the Trust and all Trustees of the Trust who are
affiliated persons of the Investment Adviser or any sub-adviser, or of an
affiliate of the Investment Adviser or any sub-adviser.
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(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust and the Portfolio (except for the expenses paid
by Mercury Funds Distributor division of Princeton Funds Distributor, Inc.
(the "Distributor")), including, without limitation: taxes, expenses for
legal and auditing services, costs of printing proxies, shareholder
reports, copies of the Registration Statement, charges of the custodian,
any sub-custodian and transfer agent, expenses of portfolio transactions,
expenses of redemption of shares, Securities and Exchange Commission fees,
expenses of registering the shares under Federal, state and foreign laws,
fees and actual out-of-pocket expenses of Trustees who are not affiliated
persons of the Investment Adviser or any sub-adviser, or of an affiliate of
the Investment Adviser or any sub-adviser, accounting and pricing costs
(including the daily calculation of the net asset value), insurance,
interest, brokerage costs, litigation and other extraordinary or
non-recurring expenses, and other expenses properly payable by the Trust or
the Portfolio. It is also understood that the Trust shall reimburse the
Investment Adviser or an affiliate of the Investment Adviser for its costs
in providing accounting services to the Trust and the Portfolio. The
Distributor will pay certain of the expenses of the Portfolio incurred in
connection with the continuous offering of shares of beneficial interest of
the Portfolio.
ARTICLE III
COMPENSATION OF THE INVESTMENT ADVISER
Management and Investment Advisory Fee. For the services rendered, the
facilities furnished and expenses assumed by the Investment Adviser, the
Portfolio 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 Portfolio, as
determined and computed in accordance with the description of the determination
of net asset value contained in the Registration Statement, at the annual rate
of 0.50% of the average daily net assets of the Portfolio, 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. Payment of the Investment Adviser's compensation for the preceding month
shall be made as promptly as possible after completion of the computations
contemplated 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.
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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 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 "Investment Adviser" shall include any affiliates
of the Investment Adviser performing services for the Trust or the Portfolio
contemplated hereby and partners, 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 and the Portfolio are
not to be deemed to be exclusive, and the Investment Adviser and each affiliate
is free to render services to others. It is understood that Trustees, officers,
employees and shareholders of the Trust and the Portfolio are or may become
interested in the Investment Adviser and its affiliates, as directors, officers,
employees, partners and shareholders or otherwise, and that the Investment
Adviser and directors, officers, employees, partners and shareholders of the
Investment Adviser and its affiliates are or may become similarly interested in
the Trust or the Portfolio as shareholders or otherwise.
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 for two years thereafter, and thereafter continue from
year to year, 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
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 the vote of a majority of the outstanding voting
securities of the Portfolio, 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.
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ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) 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 VIII
DEFINITIONS OF CERTAIN TERMS
The terms "vote of 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.
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.
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 on 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 SELECT GROWTH PORTFOLIO
By:
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Title:
MERCURY ASSET MANAGEMENT US, a division
of Fund Asset Management, L.P.
By: PRINCETON SERVICES, INC.,
GENERAL PARTNER
By:
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Title:
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