Exhibit (d)(22)
SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 1st day of May, 2002, by and between FMR Co., Inc., a
Massachusetts corporation with principal offices at 00 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the
"Adviser").
WHEREAS the Adviser has entered into an Investment Subadvisory Agreement
("Sub-Advisory Agreement") with MetLife Advisers, LLC ("Client") and the New
England Zenith Fund (the "Trust"), pursuant to which the Adviser acts as
investment adviser to the Series listed on Exhibit A (individually a "Series"
and collectively the "Series").
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of equity and high income funds and advising generally with respect
to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of all or such portion of the Series' assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Series' Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Series may impose by notice in writing to the Adviser
or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Series'
office space and all necessary office facilities, equipment and personnel for
servicing the investments of the Series; and shall pay the salaries and fees of
all personnel of the Sub-Adviser performing services for the Series relating to
research, statistical and investment activities. The Sub-Adviser is authorized,
in its discretion and without prior consultation with the Series or the Adviser,
to buy, sell, lend and otherwise trade in any stocks, bonds and other securities
and investment instruments on behalf of the Series. The investment policies and
all other actions of the Series are and shall at all times be subject to the
control and direction of the Trust's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Trust and the Adviser as the Trust's Board of
Trustees or the Adviser may request from time to time or as the Sub-Adviser may
deem to be desirable. The Sub-Adviser shall make recommendations to the Trust's
Board of Trustees with respect to Series' policies, and shall carry out such
policies as are adopted by the Trustees. The Sub-Adviser shall, subject to
review by the Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished by the
Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Series' accounts with brokers or dealers selected
by the Sub-Adviser, which may include brokers or dealers affiliated with the
Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to
execute portfolio transactions at prices which are advantageous to the Series
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Series and/or the other accounts over which the
Sub-Adviser, Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for a
Series which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Sub-Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. The Trustees
of the Trust shall periodically review the commissions paid by the Series to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Series.
2. As compensation for the services to be furnished by the Sub-Adviser
hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50%
of the sub-advisory fee that the Client is obligated to pay the Adviser under
the Sub-Advisory Agreement in respect of that portion of the Series' assets
managed by the Sub-Adviser during such month. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in effect
from time to time.
3. It is understood that Trustees, officers, and shareholders of the
Trust are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and stockholders
of the Adviser or the Sub-Adviser are or may be or become similarly interested
in the Trust, and that the Adviser or the Sub-Adviser may be or become
interested in the Trust as a shareholder or otherwise.
4. It is understood that each Series will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or by the
Adviser under the Sub-Advisory Agreement.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed
to be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material
manner, with the Sub-Adviser's ability to meet all of its obligations with
respect to rendering investment advice hereunder. The Sub-Adviser shall for all
purposes be an independent contractor and not an agent or employee of the
Adviser or the Trust.
6. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser,
the Client, the Trust or to any shareholder of the Series for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
7. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 7 for each Series, this Agreement shall continue
in force for two years, and indefinitely thereafter, but only so
long as the continuance after such period shall be specifically
approved at least annually by vote of the Trust's Board of
Trustees or by vote of a majority of the outstanding voting
securities of the each Series.
(b) This Agreement may be modified by mutual consent subject to
the provisions of Section 15 of the 1940 Act, as modified by
or interpreted by any applicable order or orders of the
Securities and Exchange Commission (the "Commission") or any
rules or regulations adopted by, or interpretive releases of,
the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b)
of this paragraph 7, the terms of any continuance or
modification of the Agreement must have been approved by the
vote of a majority of those Trustees of the Trust who are not
parties to such Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of
voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Series may, at any
time on sixty (60) days' prior written notice to the other
parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees, or by vote of a
majority of its outstanding voting securities. This Agreement
shall terminate automatically upon the termination of the
Sub-Advisory Agreement. This Agreement shall terminate
automatically in the event of its assignment.
8. The Sub-Adviser agrees that any obligations of the Trust or the
Series arising in connection with this Agreement shall be limited in all cases
to the Series and its assets, and the Sub-Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Series. Nor
shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees
or any individual Trustee.
9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO
THE CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority
of the outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
FMR CO., INC.
BY:
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Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
-----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
EXHIBIT A TO SUB-SUB-ADVISORY AGREEMENT
As of May 1, 2002
New England Zenith Fund
FI Structure Equity Series
FI Mid Cap Opportunities Series
FMR CO., INC.
BY:
-------------------------------------
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
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Xxxxxx Xxxxxx
Senior Vice President
