Exhibit 4(a)

                     RESTATED INVESTMENT ADVISORY AGREEMENT

            AGREEMENT made the 29th day of July, 1989, as restated the 1st day
of March, 2005, by and between MERRILL LYNCH BALANCED CAPITAL FUND, INC., a
Maryland corporation (the "Fund"), and MERRILL LYNCH INVESTMENT MANAGERS, L.P.,
a Delaware limited partnership (the "Advisor");

                              W I T N E S S E T H :

            WHEREAS the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended;

            WHEREAS the Advisor is engaged principally in rendering advisory
services and is registered as such under the Investment Advisers Act of 1940;
and

            WHEREAS the Fund desires to retain the Advisor to render investment
supervisory and corporate administrative services to the Fund in the manner and
on the terms hereinafter set forth,

            NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Advisor hereby agree as follows:

            1. The Fund hereby employs the Advisor to act as the investment
advisor to and manager of the Fund and to manage the investment and reinvestment
of the assets of the Fund and to administer its affairs, subject to the
supervision of the Board of Directors of the Fund, for the period and on the
terms and conditions set forth in this Agreement. The Advisor


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hereby accepts such employment and agrees during such period, at its own
expense, to render the services and to assume the obligations herein set forth
for the compensation provided for herein. The Advisor 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
Fund in any way or otherwise be deemed an agent of the Fund.

            2. (a) The Advisor shall regularly provide the Fund with investment
research, advice and supervision and shall continuously furnish the Fund with an
investment program for the assets of the Fund consistent with the principles set
forth in the Articles of Incorporation, By-laws, Registration Statement and
Prospectus of the Fund and the requirements of the Investment Company Act of
1940, as amended.

               (b) The Advisor is a limited partnership and its limited partner
is Merrill Lynch & Co., Inc. and its general partner is Princeton Services, Inc.
The Advisor will notify the Fund of any change in the membership of the
partnership within a reasonable time after such change.

            3. (a) The Advisor, at its own expense, shall furnish to the Fund
office space and all necessary office facilities, equipment and personnel for
managing the affairs and investments and keeping the books of the Fund. The
Advisor assumes and shall pay or reimburse, the Fund for the compensation of all
officers and employees of the Fund and of all directors of the Fund who are
interested persons (as defined in the Investment Company Act of 1940, as
amended) of the Advisor. Except as otherwise expressly provided above, the Fund
assumes and shall pay all expenses of the Fund, including, without limitation:
(1) the charges and expenses of any custodian or depositary appointed by the
Fund for the safekeeping of its


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cash, securities and other property, (2) the charges and expenses of auditors,
(3) the charges and expenses of any transfer agents and registrars appointed by
the Fund, (4) the compensation of all directors who are not interested persons
of the Advisor, (5) brokers' commissions and issue and transfer taxes chargeable
to the Fund in connection with securities transactions to which the Fund is a
party, (6) interest charges, (7) all taxes and corporate fees payable by the
Fund to Federal, state or other governmental agencies, (8) the cost of stock
certificates representing shares of the Fund, (9) expenses in connection with
the repurchase and redemption of shares of the Fund, (10) all expenses of
shareholders' and directors' meetings and of preparing and printing reports to
shareholders and (11) charges and expenses of legal counsel for the Fund.

               (b) The services of the Advisor to the Fund hereunder are not to
be deemed exclusive, and the Advisor shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.

            4. (a) As full compensation for the services and facilities provided
by the Advisor hereunder, the Fund shall pay to the advisor at the end of each
calendar month a fee based upon the average daily value of the net assets of the
Fund, computed as of the time of close of trading on the New York Stock Exchange
on each day on which such Exchange is open for trading during such month, as
determined and computed in accordance with the answer to Item 6 to the Form N-1A
of the Fund on file with the Securities and Exchange Commission at the following
annual rates: 0.50% of that portion of the average daily net assets not
exceeding $250,000,000; 0.45% of that portion of the average daily net assets
exceeding $250,000,000 but not exceeding $300,000,000; 0.425% of that portion of
the average daily net assets exceeding $300,000,000 but not exceeding
$400,000,000; and 0.40% of that portion of the average daily net assets
exceeding $400,000,000. During any period when the determination of asset value
is


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suspended by the Board of Directors of the Fund, the asset value of a share as
of the last business day prior to such suspension shall for this purpose be
deemed to be the asset value at the close of each succeeding business day until
it is again determined.

               (b) In the event the total ordinary operating expenses of the
Fund in any fiscal year, inclusive of the fee paid to the Advisor pursuant to
the preceding paragraph but excluding taxes and governmental fees, interest paid
and brokerage commissions paid and expenses of extraordinary items such as
litigation, shall exceed an amount equal to 1-1/2% of the first $30,000,000 of
net assets of the Fund and 1% of the average month-end total net assets of the
Fund, based upon computations of net asset value of the Fund made monthly, the
Advisor shall pay on behalf of the Fund, or reimburse the Fund for, any amount
by which such total expenses exceed such amount. Whenever the expenses of the
Fund exceed a pro rata portion of the annual expense limitation herein provided
for, the estimated amount of reimbursement under such expense limitation shall
be applied as an offset against the monthly payment of the investment advisory
fee due to the Advisor.

            5. The Advisor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Advisor. Nothing herein contained shall be construed to
protect the Advisor against any liability to the Fund or its security holders to
which the Advisor shall otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence in the performance of its duties on behalf of the
Fund, reckless disregard of the Advisor's obligations and duties under this
Agreement or the violation of any applicable law.


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            6. Unless sooner terminated as provided in Section 7, this Agreement
shall continue in effect for a period of one year and from year to year
thereafter if such continuance is specifically approved at least annually by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Fund and, provided that in either event such
continuance is also approved by the vote, cast in person at a meeting called for
the purpose of voting on such approval, of a majority of the directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the Investment Company Act of 1940, as amended) of any such party.

            7. (a) This Agreement may be terminated at any time without payment
of any penalty by the Fund (i) on sixty days written notice to the Advisor, (ii)
by vote of the Board of Directors of the Fund or (iii) by vote of a majority of
the outstanding voting securities of the Fund, or by the Advisor on sixty days
written notice to the Fund.

               (b) This Agreement will automatically terminate in the event of
its assignment (as defined in the Investment Company Act of 1940, as amended).

            8. This Agreement may be amended at any time by mutual consent of
the parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the Fund.


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            IN WITNESS WHEREOF, the parties hereto have executed this restated
Agreement on the day and year first above written.

                                               MERRILL LYNCH BALANCED CAPITAL
                                               FUND, INC.

                                               By /s/ Donald C. Burke
                                                  ----------------------
                                                  Name:  Donald C. Burke
                                                  Title: Vice President

                                               MERRILL LYNCH INVESTMENT
                                               MANAGERS, L.P.

                                               By PRINCETON SERVICES, INC.,
                                                  General Partner

                                               By /s/ Donald C. Burke
                                                  ----------------------
                                                  Name:  Donald C. Burke
                                                  Title: Vice President