Exhibit 4(a)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, dated September 29, 2006, between Short-Term Bond Master 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 Trust's 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;
(f) Prepare for review by an officer of the Trust the Series'
periodic financial reports required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such
other reports, forms and filings, as may be mutually agreed upon;
(g) Prepare such reports relating to the business and affairs of the
Series as may be mutually agreed upon and not otherwise appropriately prepared
by the Series' custodian, counsel or auditors;
(h) Make such reports and recommendations to the Board of Trustees
concerning the performance of the independent accountants as the Board of
Trustees may reasonably request or deems appropriate;
(i) Make such reports and recommendations to the Board of Trustees
concerning the performance and fees of the Series' Custodian and Transfer Agent
and Dividend Disbursing Agent as the Board of Trustees may reasonably request or
deems appropriate;
(j) Oversee and review calculations of fees paid to the Series'
service providers;
(k) Oversee each Series' portfolio and perform necessary
calculations as required under Section 18 of the 1940 Act;
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(l) Consult with the Trust's officers, independent accountants,
legal counsel, custodian, accounting agent and transfer and dividend disbursing
agent in establishing the accounting policies of the Series and monitor
financial and shareholder accounting services;
(m) Determine the amounts available for distribution as dividends
and distributions to be paid by each Series to its shareholders; prepare and
arrange for the printing of dividend notices to shareholders; and provide the
Series' dividend disbursing agent and custodian with such information as is
required for such parties to effect the payment of dividends and distributions
and to implement the Series' dividend reinvestment plan;
(n) Prepare such information and reports as may be required by any
banks from which a Series borrows funds;
(o) Provide such assistance to the Custodian and the Trust's counsel
and auditors as generally may be required to properly carry on the business and
operations of the Series;
(p) Respond to or refer to the Trust's officers or transfer agent,
shareholder (including any potential shareholder) inquiries relating to the
Series; and
(q) Supervise any other aspects of the Series' administration as may
be agreed to by the Trust and the Advisor.
All services are to be furnished through the medium of any trustees,
officers or employees of the Advisor or its affiliates as the Advisor deems
appropriate in order to fulfill its obligations hereunder.
The Series will reimburse the Advisor or its affiliates for all out of
pocket expenses incurred by them in connection with the performance of the
administrative services described in this paragraph 3. The Series will reimburse
the Advisor and its affiliates for their costs in providing accounting services
to the Series.
4. Covenants. (a) In the performance of its duties under this Agreement,
the 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 Declaration of Trust and By Laws of the Trust,
as such documents are amended from time to time; (iv) the investment objectives
and policies of the Series as set forth in the Trust's Registration Statement on
Form N-1A and/or the resolutions of the Board of Trustees; and (v) any policies
and determinations of the Board of Trustees of the Trust.
(b) In addition, the 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 Advisor will attempt to obtain the best price and
the most favorable execution of its orders. In placing orders, the Advisor will
consider the experience and skill of the firm's
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securities traders as well as the firm's financial responsibility and
administrative efficiency. Consistent with this obligation, the Advisor may
select brokers on the basis of the research, statistical and pricing services
they provide to the Series and other clients of the 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 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 Advisor
determines in good faith that such commission is reasonable in terms either of
the transaction or the overall responsibility of the Advisor to the Series and
its other clients and that the total commissions paid by each Series will be
reasonable in relation to the benefits to the Series 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 Advisor may
select brokers and dealers with which it or the Trust is affiliated;
(ii) maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. When the Advisor makes investment recommendations for the
Series, its investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale for
each Series' account are customers of the commercial department of its
affiliates; and
(iii) treat confidentially and as proprietary information of the
Series all records and other information relative to the Series, and the Series'
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
each Series, which approval shall not be unreasonably withheld and may not be
withheld where the 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 Series.
5. Services Not Exclusive. Nothing in this Agreement shall prevent the
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
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 Advisor
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations under this Agreement.
6. Sub-Advisors. The Advisor may from time to time, in its sole discretion
to the extent permitted by applicable law, appoint one or more sub-advisors,
including, without limitation, affiliates of the Advisor, to perform investment
advisory services with respect to the Series. The Advisor may terminate any or
all sub-advisors in its sole discretion at any time to the extent permitted by
applicable law.
7. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon
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the Trust's request. The 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.
8. Expenses. During the term of this Agreement, the Advisor will bear all
costs and expenses of its employees and any overhead incurred in connection with
its duties hereunder and shall bear the costs of any salaries or trustees' fees
of any officers or trustees of the Trust who are affiliated persons (as defined
in the 0000 Xxx) of the Advisor; provided that the Board of Trustees of the
Trust may approve reimbursement to the Advisor of the pro rata portion of the
salaries, bonuses, health insurance, retirement benefits and all similar
employment costs for the time spent on Series 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 Advisor who devote substantial time to Series operations or the
operations of other investment companies advised by the Advisor.
9. Compensation of the Advisor. (a) The Trust agrees to pay to the Advisor
and the Advisor agrees to accept as full compensation for all services rendered
by the Advisor as such, a monthly fee (the "Investment Advisory Fee") in arrears
at an annual rate equal to the amount set forth in Schedule A hereto of the
average daily value of the Series' Net Assets. "Net Assets" means the total
assets of a Series minus the sum of the accrued liabilities. 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 Series
shall be calculated pursuant to the procedures adopted by resolutions of the
Trustees of the Trust for calculating the value of the Series' assets or
delegating such calculations to third parties.
10. Indemnity. (a) The Trust may, in the discretion of the Board of
Trustees of the Trust, indemnify the Advisor, and each of the Advisor's
trustees, officers, employees, agents, associates and controlling persons and
the trustees, partners, members, officers, employees and agents thereof
(including any individual who serves at the 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
Trust 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 Trust 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
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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 Trust 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 Trust 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 Trustees of the Trust.
(b) The Trust may make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Trust 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 Trust unless it is
subsequently determined that such Indemnitee is entitled to such indemnification
and if the Trustees of the Trust 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 security for such
Indemnitee undertaking, (B) the Trust shall be insured against losses arising by
reason of any unlawful advance, or (C) a majority of a quorum consisting of
Trustees of the Trust who are neither "interested persons" of the Trust (as
defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding
("Disinterested Non Party Trustees") 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 or 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 Trustees of the Trust, 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 and 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.
11. Limitation on Liability. The 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
Series 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 11, the term "Advisor"
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shall include any affiliates of the Advisor performing services for the Trust
contemplated hereby and partners, trustees, officers and employees of the
Advisor and of such affiliates.
12. Duration and Termination. This Agreement shall become effective as of
the date hereof and, unless sooner terminated with respect to the Series as
provided herein, shall continue in effect for a period of two years. Thereafter,
if not terminated, this Agreement shall continue in effect with respect to the
Series 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 Trust's Board of Trustees or the vote of a majority of the outstanding
voting securities of each Series at the time outstanding and entitled to vote,
and (b) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement, 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 Trust at any time,
without the payment of any penalty, upon giving the Advisor 60 days' notice
(which notice may be waived by the Advisor), provided that such termination by
the Trust shall be directed or approved by the vote of a majority of the
Trustees of the Trust in office at the time or by the vote of the holders of a
majority of the outstanding voting securities of each Series entitled to vote,
or by the Advisor on 60 days' written notice (which notice may be waived by the
Trust). 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.)
13. 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.
14. 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 Trustees of the Trust, including 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 and, where
required by the 1940 Act, by a vote of a majority of the outstanding voting
securities of each Series.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York 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 New York, or any of the provisions, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
16. 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.
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17. 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.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
SHORT-TERM BOND MASTER TRUST
By: ________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
BLACKROCK ADVISORS, LLC
By: ________________________
Name: Xxxxxx X. Xxxxx
Title: Managing Director
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Exhibit A
Name of Series
Short-Term Bond Master Portfolio
Schedule A
Investment Advisory Fee
Short-Term Bond Master Portfolio:
0.21% of the average daily Net Assets of the Series
