FDP Series, Inc. (the "Registrant")
FDP BlackRock International Fund (the "Fund")
77Q1(e):
Copies of any new or amended Registrant investment advisory contracts
Attached please find as an exhibit to sub-item 77Q1(e) of Form N-SAR, a copy of
the Form of Sub-Investment Advisory Agreement between BlackRock Advisors, LLC
and BlackRock International Limited with respect to the Fund.
Exhibit 77Q1(e)
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated November 28, 2017, between BlackRock Advisors, LLC, a
Delaware limited liability company (the "Advisor"), and BlackRock International
Limited, a corporation organized under the laws of Scotland (the "Sub-Advisor").
WHEREAS, the Advisor has agreed to furnish investment advisory services to
FDP BlackRock International Fund (the "Fund"), a series of FDP Series, Inc., a
Maryland corporation (the "Corporation"), which is 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 Fund;
WHEREAS, the advisory agreement between the Advisor and the Corporation,
dated September 29, 2006, as amended from time to time (such agreement or the
most recent successor agreement between such parties relating to advisory
services to the Corporation is referred to herein as the "Advisory Agreement")
contemplates that the Advisor may sub-contract investment advisory services
with respect to the Fund to a sub-advisor; and
WHEREAS, this Agreement has been approved in accordance with the provisions
of the 1940 Act, and the Sub-Advisor is willing to furnish such services upon
the terms and conditions herein set forth.
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. Appointment. The Advisor hereby appoints the Sub-Advisor to act as
sub-advisor with respect to the Fund and the Sub-Advisor accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided. For the purposes of the rules of the Financial
Conduct Authority of the United Kingdom and based on information obtained in
respect of the Advisor, the Advisor will be treated by the Sub-Advisor as a
professional client.
2. Services of the Sub-Advisor. Subject to the succeeding provisions of this
section, the oversight and supervision of the Advisor and the Corporation's
Board of Directors, the Sub-Advisor will perform certain of the day-to-day
operations of the Fund, which may include one or more of the following
services, at the request of the Advisor: (a) acting as investment advisor for
and managing the investment and reinvestment of those assets of the Fund as the
Advisor may from time to time request and in connection therewith have complete
discretion in purchasing and selling such securities and other assets for the
Fund and in voting, exercising consents and exercising all other rights
appertaining to such securities and other assets on behalf of the Fund;
(b) arranging, subject to the provisions of Section 3 hereof, for the purchase
and sale of securities
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and other assets of the Fund; (c) providing investment research and credit
analysis concerning the Fund's investments, (d) assisting the Advisor in
determining what portion of the Fund's assets will be invested in cash, cash
equivalents and money market instruments, (e) placing orders for all purchases
and sales of such investments made for the Fund, and (f) maintaining the books
and records as are required to support Fund investment operations. At the
request of the Advisor, the Sub-Advisor will also, subject to the oversight and
supervision of the Advisor and the Corporation's Board of Directors, provide to
the Advisor or the Corporation any of the facilities and equipment and perform
any of the services described in Sections 2 or 3 of the Advisory Agreement. In
addition, the Sub-Advisor will keep the Corporation and the Advisor informed of
developments materially affecting the Fund and shall, on its own initiative,
furnish to the Fund from time to time whatever information the Sub-Advisor
believes appropriate for this purpose. The Sub-Advisor will periodically
communicate to the Advisor, at such times as the Advisor may direct,
information concerning the purchase and sale of securities for the Fund,
including: (a) the name of the issuer, (b) the amount of the purchase or sale,
(c) the name of the broker or dealer, if any, through which the purchase or
sale will be effected, (d) the CUSIP number of the instrument, if any, and
(e) such other information as the Advisor may reasonably require for purposes
of fulfilling its obligations to the Corporation under the Advisory Agreement.
The Sub-Advisor will provide the services rendered by it under this Agreement
in accordance with the Fund's investment objectives, policies and restrictions
as stated in the Fund's Prospectus and Statement of Additional Information (as
currently in effect and as they may be amended or supplemented from time to
time) and the resolutions of the Corporation's Board of Directors.
The Sub-Advisor represents, warrants and covenants that it is authorized and
regulated by the Financial Conduct Authority.
3. Covenants.
(a) In the performance of its duties under this Agreement, the
Sub-Advisor shall at all times conform to, and act in accordance with, any
requirements imposed by: (i) the provisions of the 1940 Act and the Investment
Advisers Act of 1940, as amended, and all applicable Rules and Regulations of
the Securities and Exchange Commission; (ii) any other applicable provision of
law; (iii) the provisions of the Agreement and Charter and Bylaws of the
Corporation, as such documents are amended from time to time; (iv) the
investment objectives and policies of the Fund as set forth in the Fund's
Registration Statement on Form N-1A and/or the resolutions of the Board of
Directors; and (v) any policies and determinations of the Board of Directors of
the Corporation.
(b) In addition, the Sub-Advisor will:
(i) place orders either directly with the issuer or with any
broker or dealer. Subject to the other provisions of this paragraph, in
placing orders with brokers and dealers, the Sub-Advisor will attempt to
obtain the best price and the most favorable execution of its orders. The
Advisor has been provided with a copy of the Sub-Advisor's order execution
policy and hereby confirms that it has read and understood the information
in the order execution policy and agrees to it. In particular, the Advisor
agrees that the Sub-Advisor may trade outside of the regulated market or
multilateral
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trading facility. In placing orders, the Sub-Advisor will consider the
experience and skill of the firm's securities traders as well as the firm's
financial responsibility and administrative efficiency. Consistent with this
obligation, the Sub-Advisor may select brokers on the basis of the research,
statistical and pricing services they provide to the Fund and other clients
of the Advisor or the Sub-Advisor. Information and research received from
such brokers will be in addition to, and not in lieu of, the services
required to be performed by the Sub-Advisor hereunder. A commission paid to
such brokers may be higher than that which another qualified broker would
have charged for effecting the same transaction, provided that the
Sub-Advisor determines in good faith that such commission is reasonable in
terms either of the transaction or the overall responsibility of the Advisor
and the Sub-Advisor to the Fund and their other clients and that the total
commissions paid by the Fund will be reasonable in relation to the benefits
to the Fund over the long-term. Subject to the foregoing and the provisions
of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Sub-Advisor may select brokers and dealers
with which it or the Fund is affiliated;
(ii) maintain books and records with respect to the Fund's
securities transactions and will render to the Advisor and the Corporation's
Board of Directors such periodic and special reports as they may request;
(iii) maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking
operations of its affiliates. When the Sub-Advisor makes investment
recommendations for the Fund, its investment advisory personnel will not
inquire or take into consideration whether the issuer of securities proposed
for purchase or sale for the Fund's account are customers of the commercial
department of its affiliates; and
(iv) treat confidentially and as proprietary information of the
Fund all records and other information relative to the Fund, and the Fund's
prior, current or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably withheld and
may not be withheld where the Sub-Advisor may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Fund.
(c) In addition, the Advisor:
(i) agrees that the Sub-Advisor may aggregate transactions for the
Fund with transactions for other clients and/or its own account. In relation
to a particular order, aggregation may operate on some occasions to the
advantage of the Advisor and on other occasions to the Advisor's
disadvantage. However, it must be unlikely that the aggregation of orders
and transactions will work overall to the disadvantage of the Advisor before
transactions will be aggregated; and
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(ii) instructs the Sub-Advisor not to make or book client limit
orders (being a specific instruction from the Advisor to buy or sell a
financial instrument at a specified price limit or better and for a
specified size) in respect of securities admitted to trading on a regulated
market which are not immediately executed under prevailing market conditions.
4. Services Not Exclusive. Nothing in this Agreement shall prevent the
Sub-Advisor or any officer, employee or other affiliate thereof from acting as
investment advisor for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Sub-Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that the
Sub-Advisor will undertake no activities which, in its judgment, will adversely
affect the performance of its obligations under this Agreement.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Advisor hereby agrees that all records which it
maintains for the Fund are the property of the Corporation and further agrees
to surrender promptly to the Corporation any such records upon the
Corporation's request. The Sub-Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act (to the extent such books and
records are not maintained by the Advisor).
6. Expenses. During the term of this Agreement, the Sub-Advisor will bear
all costs and expenses of its employees and any overhead incurred by the
Sub-Advisor in connection with its duties hereunder; provided that the Board of
Directors of the Corporation may approve reimbursement to the Sub-Advisor of
the pro-rata portion of the salaries, bonuses, health insurance, retirement
benefits and all similar employment costs for the time spent on Fund operations
(including, without limitation, compliance matters) (other than the provision
of investment advice and administrative services required to be provided
hereunder) of all personnel employed by the Sub-Advisor who devote substantial
time to Fund operations or the operations of other investment companies advised
or sub-advised by the Sub-Advisor.
7. Compensation.
(a) The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor
agrees to accept as full compensation for all services rendered by the
Sub-Advisor as such, a monthly fee in arrears at an annual rate equal to the
amount set forth in Schedule A hereto. For any period less than a month during
which this Agreement is in effect, the fee shall be prorated according to the
proportion which such period bears to a full month of 28, 29, 30 or 31 days, as
the case may be.
(b) For purposes of this Agreement, the net assets of the Fund shall be
calculated pursuant to the procedures adopted by resolutions of the Directors
of the Corporation for calculating the value of the Fund's assets or delegating
such calculations to third parties.
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(c) If Advisor waives or reimburses any or all of its advisory fee
payable under the Advisory Agreement pursuant to an expense limitation
agreement or other advisory fee waiver agreement, with respect to the Fund,
Sub-Advisor will bear its share of the amount of such waiver or reimbursement
by waiving fees otherwise payable to it hereunder on a proportionate basis to
be determined by comparing the aggregate fees that would otherwise be paid to
it hereunder with respect to the Fund to the aggregate fees that would
otherwise be paid by the Corporation to Advisor under the Advisory Agreement
with respect to the Fund. Advisor shall inform Sub-Advisor prior to waiving any
advisory fees.
8. Indemnity.
(a) The Fund may, in the discretion of the Board of Directors of the
Corporation, indemnify the Sub-Advisor, and each of the Sub-Advisor's
directors, officers, employees, agents, associates and controlling persons and
the directors, partners, members, officers, employees and agents thereof
(including any individual who serves at the Sub-Advisor's request as director,
officer, partner, member, trustee or the like of another entity) (each such
person being an "Indemnitee") against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees (all as provided in accordance with applicable
state law) reasonably incurred by such Indemnitee in connection with the
defense or disposition of any action, suit or other proceeding, whether civil
or criminal, before any court or administrative or investigative body in which
such Indemnitee may be or may have been involved as a party or otherwise or
with which such Indemnitee may be or may have been threatened, while acting in
any capacity set forth herein or thereafter by reason of such Indemnitee having
acted in any such capacity, except with respect to any matter as to which such
Indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of the
Fund and furthermore, in the case of any criminal proceeding, so long as such
Indemnitee had no reasonable cause to believe that the conduct was unlawful;
provided, however, that (1) no Indemnitee shall be indemnified hereunder
against any liability to the Fund or its shareholders or any expense of such
Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith,
(iii) gross negligence or (iv) reckless disregard of the duties involved in the
conduct of such Indemnitee's position (the conduct referred to in such clauses
(i) through (iv) being sometimes referred to herein as "disabling conduct"),
(2) as to any matter disposed of by settlement or a compromise payment by such
Indemnitee, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless
there has been a determination that such settlement or compromise is in the
best interests of the Fund and that such Indemnitee appears to have acted in
good faith in the reasonable belief that such Indemnitee's action was in the
best interest of the Fund and did not involve disabling conduct by such
Indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be
mandatory only if the prosecution of such action, suit or other proceeding by
such Indemnitee was authorized by a majority of the full Board of Directors of
the Corporation.
(b) The Fund shall make advance payments in connection with the expenses
of defending any action with respect to which indemnification might be sought
hereunder if the Fund receives a written affirmation of the Indemnitee's good
faith belief that the standard of conduct necessary for indemnification has
been met and a written undertaking to reimburse the
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Fund unless it is subsequently determined that such Indemnitee is entitled to
such indemnification and if the Directors of the Corporation determine that the
facts then known to them would not preclude indemnification. In addition, at
least one of the following conditions must be met: (A) the Indemnitee shall
provide a security for such Indemnitee's undertaking, (B) the Fund shall be
insured against losses arising by reason of any unlawful advance, or (C) a
majority of a quorum consisting of Directors of the Corporation who are neither
"interested persons" of the Corporation (as defined in Section 2(a)(19) of the
0000 Xxx) nor parties to the proceeding ("Disinterested Non-Party Directors")
or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be found
entitled to indemnification.
(c) All determinations with respect to the standards for indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such Indemnitee is not
liable by reason of disabling conduct, or (2) in the absence of such a
decision, by (i) a majority vote of a quorum of the Disinterested Non-Party
Directors of the Corporation, or (ii) if such a quorum is not obtainable or
even, if obtainable, if a majority vote of such quorum so directs, independent
legal counsel in a written opinion. All determinations that advance payments in
connection with the expense of defending any proceeding shall be authorized
shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude
any other right to which such Indemnitee may be lawfully entitled.
9. Limitation on Liability.
(a) The Sub-Advisor will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Advisor or by the Corporation or
the Fund in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement. As used in this
Section 9(a), the term "Sub-Advisor" shall include any affiliates of the
Sub-Advisor performing services for the Fund contemplated hereby and partners,
directors, officers and employees of the Sub-Advisor and such affiliates.
(b) Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto acknowledge and agree that, as provided in
Article Four of the Bylaws of Corporation, this Agreement is executed by the
Directors and/or officers of the Corporation, not individually but as such
Directors and/or officers of the Corporation, and the obligations hereunder are
not binding upon any of the Directors or shareholders individually but bind
only the estate of the Corporation.
10. Duration and Termination. This Agreement shall become effective as of
the date hereof and, unless sooner terminated with respect to the Fund as
provided herein, shall continue in effect for a period of two years.
Thereafter, if not terminated, this Agreement shall continue in
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effect with respect to the Fund for successive periods of 12 months, provided
such continuance is specifically approved at least annually by both (a) the
vote of a majority of the Corporation's Board of Directors or a vote of a
majority of the outstanding voting securities of the Fund at the time
outstanding and entitled to vote and (b) by the vote of a majority of the
Directors, who are not parties to this Agreement or interested persons (as such
term is defined in the 0000 Xxx) of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated by the Corporation or the Advisor
at any time, without the payment of any penalty, upon giving the Sub-Advisor 60
days' notice (which notice may be waived by the Sub-Advisor), provided that
such termination by the Corporation or the Advisor shall be directed or
approved by the vote of a majority of the Directors of the Corporation in
office at the time or by the vote of the holders of a majority of the
outstanding voting securities of the Fund entitled to vote, or by the
Sub-Advisor on 60 days' written notice (which notice may be waived by the
Corporation and the Advisor), and will terminate automatically upon any
termination of the Advisory Agreement between the Corporation and the Advisor.
This Agreement will also immediately terminate in the event of its assignment.
(As used in this Agreement, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meanings
of such terms in the 1940 Act.)
11. Notices. Any notice under this Agreement shall be in writing to the
other party at such address as the other party may designate from time to time
for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.
12. Amendment of this Agreement. This Agreement may be amended by the
parties only if such amendment is specifically approved by the vote of the
Board of Directors of the Corporation, including a majority of those Directors
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
and, where required by the 1940 Act, by a vote of a majority of the outstanding
voting securities of the Fund.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware for contracts to be performed
entirely therein without reference to choice of law principles thereof and in
accordance with the applicable provisions of the 1940 Act. To the extent that
the applicable laws of the State of Delaware, or any of the provisions,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
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15. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the day and
year first above written.
BLACKROCK ADVISORS, LLC
By.
------------------------------
Name:
Title:
BLACKROCK INTERNATIONAL LIMITED
By.
------------------------------
Name:
Title:
BLACKROCK INTERNATIONAL LIMITED
By.
------------------------------
Name:
Title:
AGREED AND ACCEPTED
as of the date first set forth above
FDP SERIES, INC.,
on behalf of FDP BlackRock International Fund
By.
--------------------------
Name:
Title:
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Schedule A
Sub-Investment Advisory Fee
Pursuant to Section 7, for that portion of the Fund for which the
Sub-Advisor acts as sub-advisor, Advisor shall pay a fee to Sub-Advisor equal
to [.]% of the advisory fee received by the Advisor from the Fund with respect
to such portion, net of: (i) expense waivers and reimbursements, (ii) expenses
relating to distribution and sales support activities borne by the Advisor, and
(iii) administrative, networking, recordkeeping, sub-transfer agency and
shareholder services expenses borne by the Advisor.
Schedule A-11
