INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, dated September 29, 2006, between Master Large Cap Series Trust (the Trust), a Delaware statutory trust, on behalf of the separate series of the Trust set forth in Exhibit A (each a Series), and BlackRock Advisors, LLC (the Advisor), a Delaware limited liability company.

WHEREAS, the Advisor has agreed to furnish investment advisory services to the Series of the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);

WHEREAS, the Board of Trustees of the Trust has established and designated the Series as series of the Trust;

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, each Series serves as the master portfolio for one or more feeder funds that invest their assets in the Series and that have the same investment objective and policies as the Series;

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 act as investment advisor to the Series with respect to the investment of the Series assets and to supervise and arrange for the day to day operations of the Series and the purchase of securities for and the sale of securities held in the investment portfolios of the Series.

2. Duties and Obligations of the Advisor with Respect to Investment of Assets of the Series. Subject to the succeeding provisions of this section and subject to the direction and control of the Trusts Board of Trustees, the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of the Series assets and in connection therewith have complete discretion in purchasing and selling securities and other assets for the Series and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Series; (ii) supervise continuously the investment program of the Series and the composition of their investment portfolios; (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 Series; and (iv) provide investment research to the Series.

3. Duties and Obligations of Advisor with Respect to the Administration of the Series. The Advisor also agrees to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Series Custodian, Transfer Agent and Dividend Disbursing Agent and other service providers)

for the Series. To the extent requested by the Trust, the Advisor agrees to provide the following administrative services:

(a) Oversee the determination and publication of each Series net asset value in accordance with the Series policy as adopted from time to time by the Board of Trustees;

(b) Oversee the maintenance by the Series Custodian and Transfer Agent and Dividend Disbursing Agent of certain books and records of the Series as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as are approved by the Board of Trustees) such other books and records required by law or for the proper operation of the Series;

(c) Oversee the preparation and filing of each Series federal, state and local income tax returns and any other required tax returns;

(d) Review the appropriateness of and arrange for payment of each Series expenses;

(e) Prepare for review and approval by officers of the Trust financial information for the Series semiannual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Series shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders;

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