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EXHIBIT 4(a)
MANAGEMENT AGREEMENT
AGREEMENT made as of November 26, 1999, by and between GLOBAL FINANCIAL
SERVICES MASTER TRUST, a Delaware business trust (hereinafter referred to as the
"Trust") on behalf of its portfolio named in the Addendum hereto (the
"Portfolio") and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership,
doing business as FUND ASSET MANAGEMENT (hereinafter referred to as the
"Manager"). This Agreement and the Addendum pertaining to the Portfolio shall
constitute the "investment advisory contract" for the Portfolio for purposes of
Section 15(a) of the Investment Company Act of 1940, as amended (hereinafter
referred to as the "Investment Company Act").
W I T N E S S E T H
WHEREAS, the Trust is 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, the Trustees of the Trust (the "Trustees") are authorized to
establish separate portfolios of securities, each of which may offer separate
classes of shares; and
WHEREAS, the Trustees have established and designated the Portfolio as a
portfolio of the Trust; and
WHEREAS, the Manager is engaged principally in rendering management and
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Manager to provide management
and investment advisory services to the Portfolio in the manner and on the terms
hereinafter set forth; and
WHEREAS, the Manager is willing to provide management and investment
advisory services to the Portfolio on the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Manager hereby agree as follows
ARTICLE I.
Duties of the Manager
The Trust hereby employs the Manager to act as a manager and investment
adviser of the Portfolio and to furnish, or arrange for affiliates to furnish,
the management and investment advisory services described below, subject to the
policies of, review by and overall control of the Trustees, for the period and
on the terms and conditions set forth in this Agreement. The Manager 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
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forth for the compensation provided for herein. The Manager and its affiliates
shall for all purposes herein be deemed to be independent contractors and shall,
unless otherwise expressly provided or authorized, have no authority to act for
or represent the Trust or the Portfolio in any way or otherwise be deemed agents
of the Trust or the Portfolio.
(a) Management Services. The Manager shall perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Trust and the Portfolio including
administering shareholder accounts and handling shareholder relations. The
Manager shall provide the Trust and the Portfolio with office space, facilities,
equipment and necessary personnel and such other services as the Manager,
subject to review by the Trustees, shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement. The Manager
shall also, on behalf of the Trust and the Portfolio, conduct relations with
custodians, depositories, transfer agents, dividend disbursing agents, other
shareholder servicing agents, accountants, attorneys, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and such other persons in any
such other capacity deemed to be necessary or desirable. The Manager shall
generally monitor the Trust's and the Portfolio' compliance with investment
policies and restrictions as 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 (the "Registration Statement"). The
Manager shall make reports to the Trustees of its performance of obligations
hereunder and furnish advice and recommendations with respect to such other
aspects of the business and affairs of the Portfolio as it shall determine to be
desirable.
(b) Investment Advisory Services. The Manager shall provide (or arrange
for affiliates to provide) the Trust with such investment research, advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the assets of the Portfolio, shall furnish continuously an
investment program for the Portfolio and shall determine from time to time which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities and other financial
instruments in which the Portfolio invests or cash, subject always to the
restrictions of the Declaration of Trust and By-Laws of the Trust, as amended
from time to time, the provisions of the Investment Company Act and the
statements relating to the Portfolio' investment objectives, investment policies
and investment restrictions as the same are set forth in the Trust's current
Registration Statement. The Manager shall make decisions for the Trust as to the
manner in which voting rights, rights to consent to corporate action and any
other rights pertaining to the Portfolio's securities shall be exercised. Should
the Trustees at any time, however, make any definite determination as to
investment policy and notify the Manager thereof in writing, the Manager shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
Manager shall take, on behalf of the Portfolio, all actions which it deems
necessary to implement the investment policies determined as provided above, and
in particular to place all orders for the purchase or sale of portfolio
securities for the Portfolio's account with brokers or dealers selected by it,
and to that end, the Manager is authorized as the agent of the Trust to give
instructions to the custodian of the Portfolio as to deliveries of securities
and payments of cash for the account of the Portfolio. In connection with the
selection of such brokers or dealers and the placing of such orders with respect
to assets of the Portfolio, the Manager is directed at all times to seek to
obtain execution and price within the policy guidelines determined by the
Trustees and set forth in the current
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Registration Statement. Subject to this requirement and the provisions of the
Investment Company Act, the Securities Exchange Act of 1934, as amended, and
other applicable provisions of law, the Manager may select brokers or dealers
with which it or the Trust is affiliated
ARTICLE II.
Allocation of Charges and Expenses
(a) The Manager. The Manager 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, facilities and
necessary personnel which it is obligated to provide under Article I hereof, and
shall pay compensation of all Officers of the Trust and all Trustees of the
Trust who are affiliated persons of the Manager.
(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust and the Portfolio (except for the expenses paid by
the Distributor), including, without limitation: taxes, expenses for legal and
auditing services, costs of printing proxies, stock certificates, shareholder
reports, copies of the Registration Statement, charges of the custodian, any
sub-custodian and transfer agent, expenses of portfolio transactions, expenses
of redemption of shares, Securities and Exchange Commission fees, expenses of
registering the shares under Federal, state and foreign laws, fees and actual
out-of-pocket expenses of Trustees who are not affiliated persons of the
Manager, accounting and pricing costs (including the daily calculation of the
net asset value), insurance, interest, brokerage costs, litigation and other
extraordinary or non- recurring expenses, and other expenses properly payable by
the Portfolio. It is also understood that the Trust shall reimburse the Manager
for its costs in providing accounting services to the Trust and the Portfolio.
The Distributor will pay certain of the expenses of the Portfolio incurred in
connection with the continuous offering of shares of beneficial interest of the
Portfolio.
ARTICLE III.
Compensation of the Manager
Management and Investment Advisory Fee. For the services rendered, the
facilities furnished and expenses assumed by the Manager, the Portfolio shall
pay to the Manager at the end of each calendar month a fee based upon the
average daily value of the net assets of the Portfolio, as determined and
computed in accordance with the description of the determination of net asset
value contained in the Registration Statement, at the annual rate of set forth
on the Addendum or Addenda pertaining to the Portfolio, commencing on the day
following effectiveness hereof. If this Agreement becomes effective subsequent
to the first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fee as set forth
above. Payment of the Manager's compensation for the preceding month shall be
made as promptly as possible after completion of the computations contemplated
above. During any period when the determination of net asset value is suspended
by the Trustees, the net asset value of a share as of the last business day
prior to such suspension shall for this purpose be deemed to be the net asset
value at the close of each succeeding business day until it is again determined.
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ARTICLE IV.
Limitation of Liability of the Manager
The Manager 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 management of the Trust and the Portfolio, 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, the term "Manager" shall include any affiliates of the Manager
performing services for the Trust or the Portfolio contemplated hereby and
partners, directors, officers and employees of the Manager and such affiliates
ARTICLE V.
Activities of the Manager
The services of the Manager to the Trust and the Portfolio are not to be
deemed to be exclusive, and the Manager and each affiliate is free to render
services to others. It is understood that Trustees, officers, employees and
shareholders of the Trust and the Portfolio are or may become interested in the
Manager and its affiliates, as directors, officers, employees, partners and
shareholders or otherwise, and that the Manager and directors, officers,
employees, partners and shareholders of the Manager and its affiliates are or
may become similarly interested in the Trust or the Portfolio as shareholders or
otherwise.
ARTICLE VI.
Duration and Termination of this Agreement
This Agreement shall become effective with respect to the Portfolio as
of the date such Portfolio commences investment operations, and shall remain in
force with respect to such Portfolio for two years thereafter or, if sooner,
until such date as may be set forth in the Addendum pertaining to the Portfolio,
and thereafter, but only so long as such continuance is specifically approved at
least annually by (i) the Trustees, or with respect to any Portfolio by the vote
of a majority of the outstanding voting securities of the Portfolio, 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 the Trustees or with respect to the Portfolio by the vote of a
majority of the outstanding voting securities of the Portfolio, or by the
Manager, on sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment
ARTICLE VII.
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) (a) with respect to the Portfolio, by the vote of a
majority of outstanding voting securities of the Portfolio, and (b) with respect
to any one Portfolio by the vote of a majority of outstanding voting securities
of such Portfolio; 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
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ARTICLE VIII.
Definitions of Certain Terms
The terms "vote of 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 IX.
Governing Law
This Agreement shall be construed in accordance with 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
ARTICLE X.
Limitation of Obligations of the Portfolio
The obligations of the Portfolio hereunder shall be limited to the
assets of that Portfolio, shall be separate from the obligations of each other
Portfolio, and no Portfolio shall be liable for the obligations of any other
portfolio
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
GLOBAL FINANCIAL SERVICES MASTER TRUST
By: /s/ Xxxxxx X. Xxxxx
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(signature)
Name: Xxxxxx X. Xxxxx
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Title: Vice President and Treasurer
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FUND ASSETS MANAGEMENT, L.P.
By: /s/ Xxxxx X. Xxxxx
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(signature)
Name: Xxxxx X. Xxxxx
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Title: Executive Vice President
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