Master Tax Exempt Llc Sample Contracts

Master Tax Exempt Llc – INVESTMENT MANAGEMENT AGREEMENT (July 30th, 2007)

Exhibit 4(a) INVESTMENT MANAGEMENT AGREEMENT AGREEMENT, dated September 29, 2006, between Master Tax-Exempt Trust (the "Trust"), a Delaware statutory trust, and BlackRock Advisors, LLC (the "Advisor"), a Delaware limited liability company. WHEREAS, the Advisor has agreed to furnish investment advisory services to the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); 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; WHEREAS, the Trust serves as the "master" portfolio for one or more "feeder" funds that invest their assets in the Trust and that have the same investment objective and policies as the Trust; NOW, THEREFORE, in consideration of

Master Tax Exempt Llc – SUB-INVESTMENT ADVISORY AGREEMENT (July 30th, 2007)

Exhibit 4(b) SUB-INVESTMENT ADVISORY AGREEMENT AGREEMENT dated September 29, 2006, between BlackRock Advisors, LLC, a Delaware limited liability company (the "Advisor"), and BlackRock Investment Management, LLC, a Delaware limited liability company (the "Sub-Advisor"). WHEREAS, the Advisor has agreed to furnish investment advisory services to Master Tax-Exempt Trust, a Delaware statutory trust (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Advisor wishes to retain the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisor's advisory activities on behalf of the Trust; WHEREAS, the advisory agreement between the Advisor and the Trust, dated September 29, 2006 (such agreement or the most recent successor agreement b