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SUB-ADVISORY AGREEMENT
AGREEMENT made as of the__________day of December, 1999, by and
between FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership
(hereinafter referred to as "FAM"), and XXXXXXX XXXXX ASSET MANAGEMENT U.K.
LIMITED, a corporation organized under the laws of England and Wales
(hereinafter referred to as "MLAM U.K.").
WITNESSETH:
WHEREAS, MASTER PREMIER GROWTH 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, FAM and MLAM U.K. 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, MLAM U.K. is regulated by the Investment Management
Regulatory Organization, a self-regulating organization recognized under the
Financial Services 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, FAM has entered into a management agreement (the "Management
Agreement"), dated December , 1999, pursuant to which FAM provides management
and investment and advisory services to the Trust; and
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WHEREAS, MLAM U.K. is willing to provide investment advisory services
to FAM in connection with the Trust's operations on the terms and conditions
hereinafter set forth; and
WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds that invest 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 premises and the covenants
hereinafter contained, MLAM U.K. and FAM hereby agree as follows:
ARTICLE I
Duties of MLAM U.K.
FAM hereby employs MLAM U.K. to act as investment adviser to FAM and
to furnish, or arrange for affiliates to furnish, the investment advisory
services described below, subject to the broad supervision of FAM and the
Trust, for the period and on the terms and conditions set forth in this
Agreement. MLAM U.K. 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. FAM and its affiliates shall for all purposes herein be
deemed a Non Private Customer as defined under the rules promulgated by IMRO
(hereinafter referred to as the "IMRO Rules"). MLAM U.K. and its affiliates
shall for all purposes herein be deemed to be an independent contractor 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 an agent of
the Trust.
MLAM U.K. shall have the right to make unsolicited calls on FAM and
shall provide MLAM with such investment research, advice and supervision as the
latter may from time to
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time consider necessary for the proper supervision of the assets of the Trust;
shall make recommendations from time to time as to 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; all of the foregoing subject always to the
restrictions of the Declaration of Trust and By-Laws of the Trust, as they may
be amended and/or restated from time to time, the provisions of the Investment
Company Act and the statements relating to the Trust's investment objective,
investment policies and investment restrictions as the same are 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. MLAM
U.K. shall make recommendations and effect transactions with respect to foreign
currency matters, including foreign exchange contracts, foreign currency
options, foreign currency futures and related options on foreign currency
futures and forward foreign currency transactions. MLAM U.K. shall also make
recommendations or take action as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to the portfolio
securities of the Trust shall be exercised.
MLAM U.K. will not hold money on behalf of FAM or the Trust, nor will
MLAM U.K. be the registered holder of the registered investments of FAM or the
Trust or be the custodian of documents or other evidence of title.
ARTICLE II
Allocation of Charges and Expenses
MLAM U.K. 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
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pay all compensation of officers of the Trust and all Trustees who are
affiliated persons of MLAM U.K.
ARTICLE III
Compensation of MLAM U.K.
For the services rendered, the facilities furnished and expenses
assumed by MLAM U.K., FAM shall pay to MLAM U.K. a fee in an amount to be
determined from time to time by FAM and MLAM U.K. but in no event in excess of
the amount that FAM actually receives for providing services to the Trust
pursuant to the Management Agreement.
ARTICLE IV
Limitation of Liability of MLAM U.K.
MLAM U.K. 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,
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, MLAM U.K. shall
include any affiliates of MLAM U.K. performing services for FAM contemplated
hereby and directors, officers and employees of MLAM U.K. and such affiliates.
ARTICLE V
Activities of MLAM U.K.
The services of MLAM U.K. to the Trust are not to be deemed to be
exclusive, MLAM U.K. and any person controlled by or under common control with
MLAM U.K. (for purposes of this Article V referred to as "affiliates") being
free to render services to others. It is understood
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that Trustees, officers, employees and shareholders of the Trust are or may
become interested in MLAM U.K. and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of MLAM U.K. and its affiliates are or may become similarly
interested in the Trust, and that MLAM U.K. and directors, officers, employees,
partners and shareholders of its affiliates may become interested in the Trust
as shareholders or otherwise.
ARTICLE VI
MLAM U.K. Statements Pursuant to IMRO Rules
Any complaints concerning MLAM U.K. should be in writing addressed to
the attention of the Managing Director of MLAM U.K. FAM has the right to obtain
from MLAM U.K. a copy of the IMRO complaints procedure and to approach IMRO and
the Investment Ombudsman directly.
MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding Investments Not Readily
Realisable (as that term is used in the IMRO Rules) or investments denominated
in a currency other than British pound sterling. There can be no certainty that
market makers will be prepared to deal in unlisted or thinly traded securities
and an accurate valuation may be hard to obtain. The value of investments
recommended by MLAM U.K. may be subject to exchange rate fluctuations which may
have favorable or unfavorable effects on investments.
MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding options, futures or
contracts for differences. Markets can be
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highly volatile and such investments carry a high degree of risk of loss
exceeding the original investment and any margin on deposit.
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 two years after the date first above
written, 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 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 FAM or by vote of a majority of the outstanding voting
securities of the Trust, or by MLAM U.K., 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 Management 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 Trust and (ii) a majority of
those Trustees who are not parties to this Agreement
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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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
FUND ASSET MANAGEMENT, L.P.
By:
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Title:
XXXXXXX XXXXX ASSET MANAGEMENT U.K. LIMITED
By:
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Title:
