Exhibit 4(a)
INVESTMENT ADVISORY AGREEMENT
ENTERED INTO BETWEEN
FDP SERIES, INC.
AND
FUND ASSET MANAGEMENT, L.P.
This Investment Advisory Agreement (the "Agreement") is entered into as
of __________, 2005 by and between FDP SERIES, INC. (the "Fund"), a
corporation duly organized and existing under the laws of the State of
Maryland, and FUND ASSET MANAGEMENT, L.P., a limited partnership duly
organized and existing under the laws of the State of Delaware (the
"Adviser").
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is engaged principally in rendering management and
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser is willing to provide management and investment
advisory services to the Fund on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set out in this Agreement, the Fund and the Adviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. The Fund will invest and reinvest its assets
in accordance with the investment objective(s), policies and limitations
specified in the prospectus (the "Prospectus") filed with the Securities and
Exchange Commission (the "SEC") as part of the Fund's Registration Statement
on Form N-1A, as may be periodically amended.
(b) Appointment of Adviser. The Fund hereby employs the Adviser to act as
a manager and investment adviser of the Fund and to furnish, or arrange for
its affiliates or other subadvisers to furnish, the management and investment
advisory services described below, subject to the policies of, review by and
overall control of the Board of Directors of the Fund, for the period and on
the terms and conditions set forth in this Agreement. The Adviser 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 for the compensation provided for herein. The Adviser
and its affiliates for all purposes herein shall be deemed to be independent
contractors and, unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Fund in any way or otherwise be
deemed agents of the Fund.
2. Duties of the Investment Adviser
(a) Management and Administrative Services. The Adviser shall perform, or
arrange for its affiliates to perform, the management and administrative
services necessary for the operation of the Fund, including administering
shareholder accounts and handling shareholder relations. The Adviser shall
provide the Fund with office space, facilities, equipment and necessary
personnel and such other services as the Adviser, subject to review by the
Board of Directors, from time to time shall determine to be necessary or
useful to perform its obligations under this Agreement. The Adviser, also on
behalf of the Fund, shall conduct relations with custodians, depositories,
transfer agents, pricing 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 Adviser generally
shall monitor the Fund's compliance with investment policies and restrictions
as set forth in filings made by the Fund under the federal securities laws.
The Adviser shall make reports to the Board of Directors of its performance of
obligations hereunder and furnish advice and recommendations with respect to
such other aspects of the business and affairs of the Fund as it shall
determine to be desirable.
(b) Investment Advisory Services. Subject to the supervision, direction
and approval of the Board, the Adviser will conduct a continual program of
investment, evaluation, sale, and reinvestment of the Fund's assets. Subject
to paragraph (c) below, the Adviser is authorized, in its sole discretion, to:
(a) obtain and evaluate pertinent economic, financial, and other information
affecting the economy generally and certain investment assets as such
information relates to securities or other financial instruments that are
purchased for or considered for purchase by the Fund; (b) make investment
decisions for the Fund; (c) place purchase and sale orders for portfolio
transactions on behalf of the Fund and manage otherwise uninvested cash assets
of the Fund; (d) arrange for the pricing of Fund securities; (e) execute
account documentation, agreements, contracts and other documents as may be
requested by brokers, dealers, counterparties and other persons in connection
with the Adviser's management of the assets of the Fund (in such respect, and
only for this limited purpose, the Adviser will act as the Fund's agent and
attorney-in-fact); (f) employ professional portfolio managers and securities
analysts who provide research services to the Fund; and (g) make decisions
with respect to the use by the Fund of borrowing for leverage or other
investment purposes. The Adviser will in general take such action as is
appropriate to effectively manage the Fund's investment practices. In
addition,
(i) The Adviser will maintain and preserve the records specified in
Section 15 of this Agreement and any other records related to the Fund's
transactions as are required under any applicable state or federal securities
law or regulation including: the 1940 Act, the Securities Exchange Act of 1934
(the "1934 Act"), and the Investment Advisers Act of 1940 (the "Advisers
Act").
(ii) The Adviser will comply with Board Procedures provided to the
Adviser by the Fund. The Adviser will notify the Fund as soon as reasonably
practicable upon detection of any material breach of such Board Procedures.
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(iii) The Adviser will maintain a written code of ethics (the "Code of
Ethics") that it reasonably believes complies with the requirements of Rule
17j-1 under the 1940 Act, a copy of which will be provided to the Fund, and
will institute procedures reasonably necessary to prevent any Access Person
(as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will
follow such Code of Ethics in performing its services under this Agreement.
Further, the Adviser represents that it has policies and procedures regarding
the detection and prevention of the misuse of material, nonpublic information
by the Adviser and its employees as required by the Xxxxxxx Xxxxxxx and
Securities Fraud Enforcement Act of 1988, a copy of which it will provide to
the Fund upon any reasonable request.
(iv) The Adviser will manage the investment and reinvestment of the
assets of the Fund in a manner consistent with the requirements of Subchapter
M of the Internal Revenue Code of 1986, as amended (the "Code"). In addition,
the Adviser will manage the Fund's assets in accordance with the Fund's
investment objectives and policies as stated in the Prospectus. The Adviser
also will manage the investments of the Fund in a manner consistent with any
and all applicable investment restrictions (including diversification
requirements) contained in the 1940 Act and the rules and regulations under
the Act, any SEC no-action letter or order applicable to the Fund, and any
applicable state securities law or regulation.
(c) Subadvisers. In carrying out its responsibilities hereunder, the
Adviser may employ, retain or otherwise avail itself of the services of other
persons or entities including without limitation, affiliates of the Adviser,
on such terms as the Adviser shall determine to be necessary, desirable or
appropriate. However, if the Adviser chooses to retain or avail itself of the
services of another person or entity to manage assets of the Fund (a
"Subadviser"), such other person or entity must be (i) registered as an
investment adviser under the Advisers Act, (ii) retained at the Adviser's own
cost and expense, and (iii) retained subject to the requirements of Section 15
of the Investment Company Act. Retention of one or more Subadvisers, or the
employment or retention of other persons or entities to perform services,
shall in no way reduce the responsibilities or obligations of the Adviser
under this Agreement and the Adviser shall be responsible for all acts and
omissions of such Subadvisers, or other persons or entities, in connection
with the performance of the Adviser's duties hereunder.
3. Information and Reports
(a) The Adviser will keep the Fund informed of developments relating to
its duties as investment adviser of which the Adviser has, or should have,
knowledge that would materially affect the Fund. In this regard, the Adviser
will provide the Fund and its officers with such periodic reports concerning
the obligations the Adviser has assumed under this Agreement as the Fund may
from time to time reasonably request. Additionally, prior to each Board
meeting, the Adviser will provide the Board, or cause any Subadviser to
provide the Board, with reports regarding the management of the Fund during
the most recently completed quarter, to include written certifications that
the Fund is in compliance with the Fund's investment objectives and practices,
the 1940 Act and applicable rules and regulations under the 1940 Act, and the
requirements of Subchapter M of the Code, and otherwise in such form as may be
mutually agreed upon by the Adviser and the Fund. The Adviser also will
certify quarterly to the Fund that it and its "Advisory Persons" (as defined
in Rule 17j-1) have complied materially with the
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requirements of Rule 17j-1 during the previous quarter or, if not, explain
what the Adviser has done to seek to ensure such compliance in the future.
Annually, the Adviser will furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to the
Fund. Upon written request of the Fund with respect to violations of the Code
of Ethics directly affecting the Fund, the Adviser will permit representatives
of the Fund to examine reports (or summaries of the reports) required to be
made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.
(b) The Adviser also will provide the Fund with any information
reasonably requested regarding its management of the Fund required for any
shareholder report, amended registration statement, or prospectus supplement
to be filed by the Fund with the SEC. The Adviser will promptly inform the
Fund if any information in the Prospectus or SAI is (or will become)
inaccurate or incomplete.
4. Standard of Care
The Adviser will exercise its best judgment and will act in good faith
and use reasonable care and in a manner consistent with applicable federal and
state laws and regulations in rendering the services it agrees to provide
under this Agreement. The Adviser 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 Fund, 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 Section 4, the term "Adviser" shall include any affiliates of the
Adviser performing services for the Fund contemplated hereby and directors,
officers and employees of the Adviser and of such affiliates.
5. Adviser's Duties Regarding Fund Transactions
(a) Placement of Orders. The Adviser will take all actions that it
considers necessary to implement the investment policies of the Fund, and, in
particular, to place all orders for the purchase or sale of securities or
other investments for the Fund with brokers or dealers the Adviser, in its
sole discretion, selects. To that end, the Adviser is authorized as the Fund's
agent to give instructions to the Fund's custodian as to deliveries of
securities or other investments and payments of cash for the Fund's account.
In connection with the selection of brokers or dealers and the placement of
purchase and sale orders, the Adviser is subject to the supervision of the
Board of Directors and is directed at all times to seek to obtain best
execution and price within the policy guidelines determined by the Board and
set out in the Fund's current Prospectus, subject to provisions (b), (c) and
(d) of this Section 5.
(b) Selection of Brokers and Dealers. To the extent permitted by the
policy guidelines set out in the Fund's current Prospectus, in the selection
of brokers and dealers to execute portfolio transactions, the Adviser is
authorized to consider not only the available prices and rates of brokerage
commissions, but also other relevant factors, which may include, without
limitation: the execution capabilities of the brokers and dealers; the
research, custody, and other services provided by the brokers and dealers that
the Adviser believes will enhance its general portfolio management
capabilities; the size of the transaction; the difficulty of execution; the
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operational facilities of these brokers and dealers; the risk to a broker or
dealer of positioning a block of securities; and the overall quality of
brokerage and research services provided by the brokers and dealers. In
connection with the foregoing, the Adviser is specifically authorized to pay
those brokers and dealers who provide brokerage and research services to the
Adviser a higher commission than that charged by other brokers and dealers if
the Adviser determines in good faith that the amount of the commission is
reasonable in relation to the value of the services in terms of either the
particular transaction or in terms of the Adviser's overall responsibilities
with respect to the Fund and to any other client accounts or portfolios that
the Adviser advises. The execution of such transactions will not be considered
to represent an unlawful breach of any duty created by this Agreement or
otherwise.
(c) Soft Dollar Arrangements. On an ongoing basis, but not less often
than annually, the Adviser will identify and provide a written description to
the Board of all "soft dollar" arrangements that the Adviser maintains with
respect to the Fund or with brokers or dealers that execute transactions for
the Fund, and of all research and other services provided to the Adviser by a
broker or dealer (whether prepared by such broker or dealer or by a third
party) as a result, in whole or in part, of the direction of Fund transactions
to the broker or dealer.
(d) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security or other financial instrument to be in the best
interest of the Fund as well as other clients, the Adviser is authorized, but
not required, to aggregate purchase and sale orders for securities or other
financial instruments held (or to be held) by the Fund with similar orders
being made on the same day for other client accounts or portfolios that the
Adviser manages. When an order is so aggregated, the Adviser may allocate the
recommendations or transactions among all accounts and portfolios for whom the
recommendation is made or transaction is effected on a basis that the Adviser
reasonably considers equitable and consistent with its fiduciary obligations
to the Fund and its other clients. The Adviser and the Fund recognize that in
some cases this procedure may adversely affect the size of the position
obtainable for the Fund.
6. Compensation
For the services rendered, the facilities furnished and the expenses
assumed by the Adviser, the Fund shall pay to the Adviser at the end of each
calendar month a fee based upon the average daily value of the net assets of
the Fund at the annual rate of [ ]% of the Fund's average daily net assets,
commencing on the day following effectiveness hereof. For purposes of this
calculation, average daily net assets is determined at the end of each month
on the basis of the average net assets of the Fund for each day during the
month. The fee for the period from the Effective Date (defined below) of the
Agreement to the end of the month during which the Effective Date occurs will
be prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month will be prorated according to the
proportion that such period bears to the full monthly period and will be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of the Fund's net assets
will be computed at the times and in the manner specified in the Prospectus,
and on days on which the
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net assets are not so determined, the net asset value computation to be used
will be as determined on the immediately preceding day on which the net assets
were determined.
7. Expenses
(a) The Adviser. Except as may otherwise be provided in Section 7(b)
hereof, the Adviser shall (i) provide the staff and personnel necessary to
perform its obligations under this Agreement, shall assume and pay or cause to
be paid all expenses incurred in connection with the maintenance of such staff
and personnel, and, at its own expense, shall provide the office space,
facilities, equipment and necessary personnel which it is obligated to provide
hereunder; and (ii) pay, or cause affiliates to pay, compensation of all
officers of the Fund and all Directors of the Fund who are affiliated persons
of the Investment Adviser or any sub-adviser, or an affiliate of the Adviser
or any sub-adviser.
(b) The Fund. The Fund will bear all other expenses to be incurred in its
operation, including, but not limited to, (i) interest and taxes; (ii)
brokerage commissions and other costs in connection with the purchase or sale
of securities and other investment instruments; (iii) fees and expenses of the
Fund's directors who are not "interested persons" of the Fund; (iv) legal and
audit expenses; (v) custodian, registrar and transfer agent fees and expenses;
(vi) fees and expenses related to the registration and qualification of the
Fund and the Fund's shares for distribution under state and federal securities
laws; (vii) expenses of printing and mailing reports and notices and proxy
material to shareholders of the Fund; (viii) all other expenses incidental to
holding meetings of the Fund's shareholders, including proxy solicitations
therefor; (ix) insurance premiums for fidelity bond and other coverage; (x)
investment management fees; (xi) expenses of typesetting for printing
prospectuses and statements of additional information and supplements to these
documents; (xii) expenses of printing and mailing prospectuses and supplements
thereto; and (xiii) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Fund is
a party and legal obligations that the Fund may have to indemnify the Fund's
directors, officers and/or employees or agents with respect to these actions,
suits or proceedings. It also is understood that if the Adviser or any of its
affiliates provide accounting services to the Fund, the Fund will reimburse
the Adviser and its affiliates for their costs in providing such accounting
services to the Fund using a methodology for determining costs approved by the
Board of Directors of the Fund.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser and its affiliates now act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, and as an investment manager or adviser
to other investment companies, including any offshore entities or private
accounts. The Fund has no objection to the Adviser and its affiliates so
acting, provided, that, whenever the Fund and one or more other investment
companies or accounts managed or advised by the Adviser and its affiliates
have available funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula reasonably believed to be
equitable to each such company and account. The Fund recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Fund and understands that the persons employed by the Adviser to
assist in
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the performance of the Adviser's duties under this Agreement may not devote
their full time to such service, and that nothing contained in this Agreement
will be deemed to limit or restrict the right of the Adviser to engage in and
devote time and attention to other businesses or to render services of
whatever kind or nature. This Agreement will not in any way limit or restrict
the Adviser or any of its directors, officers, employees, or agents from
buying, selling or trading any securities or other investment instruments for
its or their own account or for the account of others for whom it or they may
be acting, provided that such activities will not adversely affect or
otherwise impair the performance by the Adviser of its duties and obligations
under this Agreement.
9. Affiliated Brokers
The Adviser or any of its affiliates may act as broker in connection with
the purchase or sale of securities or other investments for the Fund, subject
to: (a) the requirement that the Adviser seek to obtain best execution and
price within the policy guidelines determined by the Board and set out in the
Fund's current prospectus; (b) the provisions of the 1940 Act and the Advisers
Act; (c) the provisions of the 1934 Act, including, but not limited to,
Section 11(a) thereof; and (d) other provisions of applicable law. These
brokerage services are not within the scope of the duties of the Adviser under
this Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from the Fund for these
services in addition to the Adviser's fees for services under this Agreement.
10. Custody
Nothing in this Agreement will require the Adviser to take or receive
physical possession of cash, securities, or other investments of the Fund.
11. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a) Term. This Agreement will become effective [ ], 2005 (the "Effective
Date"), and, unless terminated in accordance with its terms, will continue for
an initial two-year term and thereafter so long as such continuance is
specifically approved at least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (i)
by the Board or by vote of holders of a majority of the outstanding shares of
the Fund upon sixty (60) days' written notice to the Adviser, (ii) by the
Adviser upon 60 days' written notice to the Fund, or (iii) by the Adviser upon
60 days' written notice to the Fund. This Agreement also will terminate
automatically in the event of its assignment.
(c) Amendment. This Agreement may be amended by the parties only if the
amendment is specifically approved by: (i) a majority of those directors who
are not parties to this Agreement or "interested persons" of any party cast in
person at a meeting called for the purpose of voting on the Agreement's
approval; and (ii) if required by applicable law, the vote of a majority of
outstanding shares of the Fund.
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12. Representations and Covenants of the Fund
The Fund represents and covenants to the Adviser as follows:
(a) The Fund is duly organized and validly existing under the laws of
the State of Maryland with the power to own and possess its assets
and carry on its business as the business is now being conducted.
(b) The execution, delivery and performance by the Fund of this
Agreement are within the Fund's powers and have been duly authorized
by all necessary actions by the Fund, and the execution, delivery
and performance of this Agreement by the parties to this Agreement
does not contravene or constitute a default under (i) any provision
of applicable law, rule or regulation, (ii) the Fund's governing
instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instruments binding upon the Fund.
(c) The Fund is, or will be prior to commencing operations, registered
as an open-end management investment company under the 1940 Act and
the Fund's shares are (or will be prior to commencing operations)
registered under the Securities Act of 1933 and under any applicable
state securities laws.
13. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Fund as follows:
(a) It is duly organized and validly existing under the laws of the
State of Delaware with the power to own and possess its assets and
carry on its business as this business is now being conducted.
(b) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its board of
directors, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance of this
Agreement by the parties to this Agreement, and the execution,
delivery and performance of this Agreement by the parties to this
Agreement does not contravene or constitute a default under (i) any
provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon the Adviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and will continue to seek to meet for the duration of
this Agreement, any other applicable federal or state requirements,
or the applicable requirements
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of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this
Agreement.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered or licensed as an investment
adviser under the laws of jurisdictions in which its activities
require it to be so registered or licensed, and (iii) will promptly
notify the Fund of the occurrence of any event that would disqualify
it from serving as an investment adviser to an investment company
pursuant to Section 9(a) of the 1940 Act.
(f) It has provided the Fund with a copy of its Form ADV and will,
promptly after making any amendment to its Form ADV, furnish a copy
of such amendments to the Adviser. The information contained in the
Adviser's Form ADV is accurate and complete in all material respects
and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which
they were made, not misleading.
(g) It will carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law,
governing its activities; (ii) the Fund's investment objectives,
policies, and restrictions, as set out in the Prospectus and SAI, as
amended from time to time; and (iii) any policies or directives as
the Board may from time to time establish or issue and communicate
to the Adviser in writing. The Fund will promptly notify the Adviser
in writing of changes to (ii) or (iii) above.
(h) It is not the subject of any proceeding, investigation or inquiry
brought by the SEC, the National Association of Securities Dealers,
Inc. (or any other self-regulatory organization) or any other
federal or state regulator with respect to the types of services for
which it is being appointed herein or which could have a material
impact on its ability to fully perform any of the services to be
rendered hereunder.
14. Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable
manner with each other in the event that any of them should become involved in
a legal, administrative, judicial or regulatory action, claim, or suit as a
result of performing its obligations under this Agreement.
15. Records
(a) Maintenance of Records. The Adviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the 1940
Act, all records relating to the Fund's investments that are required to be
maintained by the Fund pursuant to the 1940 Act with respect to the Adviser's
responsibilities under this Agreement for the Fund (the "Fund's Books and
Records").
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(b) Ownership of Records. The Adviser agrees that the Fund's Books and
Records are the Fund's property and further agrees to surrender promptly to
the Fund the Fund's Books and Records upon the request of the Fund; provided,
however, that the Adviser may retain copies of the records at its own cost.
The Fund's Books and Records will be made available, within two (2) business
days of a written request, to the Fund's accountants or auditors during
regular business hours at the Adviser's offices. The Fund or its authorized
representatives will have the right to copy any records in the Adviser's
possession that pertain to the Fund. These books, records, information, or
reports will be made available to properly authorized government
representatives consistent with state and federal law and/or regulations. In
the event of the termination of this Agreement, the Fund's Books and Records
will be returned to the Fund. The Adviser agrees that the policies and
procedures it has established for managing the Fund, including, but not
limited to, all policies and procedures designed to ensure compliance with
federal and state regulations governing the adviser/client relationship and
management and operation of the Fund, will be made available for inspection by
the Fund or its authorized representatives upon reasonable written request
within not more than two (2) business days.
16. Survival
All representations and warranties made by the Adviser and the Fund in
this Agreement will survive for the duration of this Agreement and the parties
to this Agreement will notify each other in writing immediately upon becoming
aware, but in no event later than five (5) days after becoming aware, that any
of the foregoing representations and warranties are no longer true.
17. Governing Law
This Agreement will be governed by, construed under and interpreted and
enforced in accordance with the laws of the state of New York, without regard
to principles of conflicts of laws.
18. Severability
If any provision of this Agreement will be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder of this Agreement
will not be affected thereby.
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19. Definitions
The terms "assignment," "affiliated person," and "interested person,"
when used in this Agreement, will have the respective meanings specified in
Section 2(a) of the 1940 Act. The term "majority of the outstanding shares"
means the lesser of (a) sixty-seven percent (67%) or more of the shares
present at a meeting if more than fifty percent (50%) of these shares are
present or represented by proxy, or (b) more than fifty percent (50%) of the
outstanding shares.
20. Counterparts
This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, and all of such counterparts together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the date first above written.
FDP SERIES, INC.
By:
-----------------------------------
Name:
Title:
FUND ASSET MANAGEMENT, L.P.
By:
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Name:
Title:
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