Exhibit 4(b)

                        SUB-INVESTMENT ADVISORY AGREEMENT

      AGREEMENT dated December 31, 2008, 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
the separate series set forth in Exhibit A (each a "Series"), of Global
Financial Services Master LLC, a Delaware statutory trust (the "Trust"), 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 Series;

      WHEREAS, the advisory agreement between the Advisor and the Trust, dated
September 29, 2006 (such agreement or the most recent successor agreement
between such parties relating to advisory services to the Trust is referred to
herein as the "Advisory Agreement") contemplates that the Advisor may
sub-contract investment advisory services with respect to the Series to a
sub-advisor pursuant to a sub-advisory agreement agreeable to the Trust and
approved in accordance with the provisions of the 1940 Act; 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 Series 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
Services 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 direction and
control of the Trust's Board of Trustees, the Sub-Advisor will perform certain
of the day-to-day operations of the Series, 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

<PAGE>

and reinvestment of those assets of the Series 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 Series and in voting,
exercising consents and exercising all other rights appertaining to such
securities and other assets on behalf of the Series; (b) arranging, subject to
the provisions of paragraph 3 hereof, for the purchase and sale of securities
and other assets of the Series; (c) providing investment research and credit
analysis concerning the Series' investments, (d) assist the Advisor in
determining what portion of the Series' 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 Series, and (f) maintaining the books
and records as are required to support Series investment operations. At the
request of the Advisor, the Sub-Advisor will also, subject to the oversight and
supervision of the Advisor and the direction and control of the Trust's Board of
Trustees, provide to the Advisor or the Series any of the facilities and
equipment and perform any of the services described in Section 3 of the Advisory
Agreement. In addition, the Sub-Advisor will keep the Series and the Advisor
informed of developments materially affecting the Series and shall, on its own
initiative, furnish to the Series 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
Series, 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 is 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 Series under the Advisory Agreement. The
Sub-Advisor will provide the services rendered by it under this Agreement in
accordance with the Series' investment objectives, policies and restrictions (as
currently in effect and as they may be amended or supplemented from time to
time) as stated in the Series' Prospectus and Statement of Additional
Information and the resolutions of the Trust's Board of Trustees.

      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 (the "Advisers Act") and all applicable Rules
and Regulations of the Securities and Exchange Commission (the "SEC"); (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 its
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 the Trustees
of the Trust and


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<PAGE>

            (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. A summary of the Sub-Advisor's Order Execution Policy
            accompanies this Agreement. The Advisor hereby confirms that it has
            read and understood this. In particular, the Advisor agrees that the
            Sub-Advisor may trade outside of the regulated market or
            multilateral 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 Series 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 Series and their other clients and that the total
            commissions is 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 books and records with respect to the Series'
            securities transactions and will render to the Advisor and the
            Trust's Board of Trustees 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 Series, its
            investment advisory personnel will not inquire or take into
            consideration whether the issuer of securities proposed for purchase
            or sale for the Series' account are customers of the commercial
            department of its affiliates; and

                  (iv) 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 the


                                       3
<PAGE>

            Series, 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 Series.

      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 Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust'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
Trustees of the Trust 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 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 Sub-Advisor who devote substantial time to the
Series 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.


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<PAGE>

            (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.

      8. Indemnity.

            (a) The Trust may, in the discretion of the Board of Trustees of the
Trust, 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 Trust 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 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 shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought


                                       5
<PAGE>

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 a security for such Indemnitee
undertaking, (B) the Series 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 1940 Act) 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 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
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. 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 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 9, the term "Sub-Advisor" shall include any affiliates of the
Sub-Advisor performing services for the Series contemplated hereby and partners,
directors, officers and employees of the Sub-Advisor and such affiliates.

      10. 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 a vote of a majority of the


                                       6
<PAGE>

outstanding voting securities of the 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 (as such term is defined in the 1940
Act) 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 Trust 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 Trust or the Advisor
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
voting securities of the Series at the time outstanding and entitled to vote, or
by the Sub-Advisor on 60 days' written notice (which notice may be waived by the
Trust and the Advisor), and will terminate automatically upon any termination of
the Advisory Agreement between the Trust 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 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 the Series.

      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 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.


                                       7
<PAGE>

      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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<PAGE>

      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:  Donald C. Burke
                                              Title: Managing Director

                                          BLACKROCK INTERNATIONAL LIMITED

                                          By: __________________________________
                                              Name:  Nicholas Hall
                                              Title: Managing Director

AGREED AND ACCEPTED
as of the date first set forth above

GLOBAL FINANCIAL SERVICES MASTER LLC

By: __________________________________
Name:  Donald C. Burke
Title: Chief Executive Officer and President


                                       9
<PAGE>

                                    Exhibit A

Name of Series

Global Financial Services Portfolio


                                       10
<PAGE>

                                   Schedule A

                           Sub-Investment Advisory Fee

Global Financial Services Portfolio

37% of the monthly advisory fee received by the Advisor from the Series.


                                       11
<PAGE>

                INFORMATION ON BLACKROCK'S ORDER EXECUTION POLICY

Background

The EU Markets in Financial Instruments Directive (MiFID) came into force on 1st
November  2007.  One aspect of the  legislation is that BlackRock is required to
take all  reasonable  steps to obtain the best possible  result when dealing for
its clients,  taking into account the execution  factors referred to below. This
is often referred to as "best execution".  Importantly, BlackRock is required to
establish and implement an order execution policy that demonstrates how it seeks
to obtain the best possible result in accordance with that obligation.

The  purpose  of  this  document  is to  provide  Customers  with a  summary  of
BlackRock's order execution policy.

This  document  covers all  BlackRock  entities  resident  within  the  European
Economic Area (EEA) that execute  orders,  place orders with, or transmit orders
to,  other  entities  for  execution.  These  are set out in more  detail in the
Glossary.

Generally all orders and executions of equity  instruments and foreign  exchange
are managed by centralized,  specialized  dealing desks. Fixed income trades are
executed by portfolio managers or, in some cases,  through  specialized  dealing
desks.  The dealers  are  recognized  as a  significant  part of the  investment
process and  BlackRock  seeks to harness  their  dealing  expertise  to optimize
investment performance.

Execution Factors

Subject to any specific  instructions that BlackRock  receives,  BlackRock takes
into account a range of factors in deciding  where to execute  deals in order to
obtain the best possible result for Customers.  BlackRock  dealers and portfolio
managers who place deals (referred to for this purpose  collectively as dealers)
will  determine  the relative  importance  of a range of  sometimes  conflicting
factors by using their  experience in the particular  financial  instruments and
markets being traded.  Generally the most important factor that the dealers take
into account is the price of the financial  instrument being traded,  along with
any associated execution costs - the total consideration for the trade.

The diversity of the markets, the types of instruments  BlackRock trades and the
kind of orders  BlackRock places means that BlackRock often takes into account a
variety of factors in addition to the total  consideration  of the trade.  These
other factors may include  speed,  likelihood of execution and  settlement,  the
size and nature of the order and market impact.

In some markets, price volatility may mean that the timeliness of execution is a
key factor, whereas in other markets or instruments that have low liquidity,  it


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<PAGE>

may be the mere  ability to execute  the trade  that is a key  factor.  In other
cases,  BlackRock's  choice of venue may be limited (even to the fact that there
may only be one  platform/  market upon which  BlackRock  can execute  Customers
orders) because of the nature of the trade.

For some types of financial  instruments such as  over-the-counter  transactions
there  is  no  formalized   market  or  settlement   infrastructure,   which  is
particularly relevant for certain fixed income and derivative trades.

Execution Criteria

When executing a deal, BlackRock will take into account a number of criteria for
determining the relative  importance of the execution factors noted above. These
include a  Customer's  status,  either as a Retail  client or as a  Professional
client,  the  nature  of  the  order,  the   characteristics  of  the  financial
instruments  that are the subject of that order and the  characteristics  of the
execution venues to which that order can be directed.

Choice of Venue

BlackRock will take all  reasonable  steps to select venues that it believes are
most likely to provide the best result in the execution of orders.  These venues
are  generally  accessed via brokers and include  Regulated  Markets such as the
London Stock Exchange,  Multilateral  Trading  Facilities  (MTFs) and electronic
communication  networks  (ECNs).  Please see the Glossary for more  information.
Where  permitted,  BlackRock  may  match buy and sell  orders  of stock  between
Customers either through internal crossing  arrangements or via ECNs in order to
minimize  broker  commission  and market  impact.  BlackRock may also  undertake
programmed  trades  where there is an  appropriate  basket of stocks to trade in
order to reduce overall  transaction costs. In certain  circumstances  BlackRock
may execute trades outside of a Regulated Market or MTF.

To enable the  dealers  to assess the  appropriate  venue,  they have  access to
several sources of price  information and news including  Reuters and Bloomberg,
and receive  indications of interest,  quotes and information on market flow and
liquidity from brokers.  This access to information is designed to allow dealers
to obtain the best possible  result for  BlackRock's  Customers.  BlackRock also
take steps to ensure that it does not structure or charge  commissions in such a
way as to discriminate unfairly between execution venues.

More detailed  information  about the execution  venues that  BlackRock uses for
specific financial instruments is available on request.

Specific Instructions

BlackRock  are not  required to take the steps  mentioned  above when placing an


                                       13
<PAGE>

order with, or  transmitting  an order to,  another  entity for execution to the
extent  that  BlackRock  is  following  specific  instructions  from a Customer.
Customers  should be aware that any specific  instruction  given  regarding  the
execution  of orders may  prevent  BlackRock  from  taking the steps that it has
designed and  implemented  in its  execution  policy to obtain the best possible
result in respect of the elements covered by those instructions.

Where a Customer's  instructions relate only to part of an order, BlackRock will
continue  to apply its  execution  policy to those  aspects  not  covered by the
instruction.


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<PAGE>

Review

BlackRock  will  review  its  order   execution   policy  and  order   execution
arrangements  on an annual basis,  as well as whenever a material  change occurs
that affects its ability to continue to obtain the best possible  result for its
Customers.  BlackRock will notify  Customers of any material change to its order
execution policy and order execution arrangements.

Consent to the Order Execution Policy

For a financial  instrument  admitted  to trading on a Regulated  Market or MTF,
BlackRock are required to obtain a Customer's  prior express  consent  before it
executes an order in such instrument  outside of a Regulated Market or MTF. This
allows BlackRock greater choice in the venues that it can use to execute orders,
and therefore  restricting the execution of orders to Regulated Markets and MTFs
may have a detrimental  effect on the quality of the execution that is provided.
Executing orders off-exchange though may provide less regulatory protection than
dealing on a Regulated Market or MTF.

Glossary

BlackRock - any BlackRock  legal entity  resident in the EEA (or branch thereof)
or branch of a non-EEA  BlackRock  legal entity  resident in the EEA, from which
investment  services are provided to clients  including,  but not restricted to,
BlackRock  Investment  Management (UK) Limited,  BlackRock  Asset  Management UK
Limited,   BlackRock  Investment  Management  International  Limited,  BlackRock
International Limited and BlackRock (Netherlands) B.V.

Bid/ ask spreads - the  difference  between  the market  price  quotations,  for
buying and selling particular securities.

Electronic  Communication  Networks ("ECN") - an electronic  execution venue for
fund managers that enables them to match buying and selling orders in securities
directly with other fund managers. Commissions are typically lower, while market
impact and bid/ ask spreads are removed altogether.

Financial  instruments  - the list of financial  instruments  set out in Annex 1
Section C of MiFID,  as amended from time to time.  These include,  for example,
equity and fixed income securities,  money market  instruments,  units in pooled
funds, derivatives and contracts for differences.

Internal crossing - a manager's  decision to match a selling order of one client
with a buying  order of another  client  without  placing the order  through the
market,  thereby  saving both clients the cost of the bid/ ask spread and broker
commissions.


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<PAGE>

MiFID - the Markets in Financial Instruments Directive (2004/39/EC),  a European
Union  Directive  that forms part of the EU's  Financial  Services  Action Plan,
which is the EU's ongoing  initiative  to improve the single market in financial
services.

Multilateral Trading Facility ("MTF") - a system, operated by an investment firm
or a market  operator,  which brings together  multiple  third-party  buying and
selling interests in financial instruments.

Programmed trades - bulk trades for multiple  securities placed through a single
broker at a significantly reduced commission rate.

Regulated  Market  - a  multilateral  system  operated  and/  or  managed  by an
authorized  market operator,  which brings together (or facilitates the bringing
together  of)  multiple  third-party  buying and selling  interests in financial
instruments.


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