XXXX XXXXXXX FUNDS II
SUBADVISORY AGREEMENT
AGREEMENT made this ____ day of _____, 2005, between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser'), and Fidelity Management & Research Company, a Massachusetts
corporation (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of Xxxx Xxxxxxx Funds II (the "Trust") and
terms of this Agreement, to manage the investment and reinvestment of the assets
of each of the portfolios of the Trust specified in Appendix A to this Agreement
as it shall be amended by the Adviser and the Subadviser from time to time (the
"Portfolio" or "Portfolios"). The Subadviser will be for all purposes an
independent contractor and not an agent or employee of the Adviser or the Trust.
The Subadviser represents that it is registered as an adviser under the
Investment Advisers Act of 1940 (the "Investment Advisers Act").
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. The Subadviser will manage the investments and determine the composition
of the assets of the Portfolios, subject always to the direction and
control of the Trustees of the Trust, and in accordance with the
provisions of the Trust's registration statement. In fulfilling its
obligations to manage the investments and reinvestments of the assets of
the Portfolios, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Portfolios or are under consideration for inclusion in the
Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related
investment policies for each such Portfolio as described in the
Trust's registration statement, as amended;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities and other
investments authorized under the Trust's registration statement
including the placing of orders for such purchases and sales and
giving the Trust's Custodian instructions in connection therewith;
iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and
v. provide determinations of the fair value of certain securities when
market quotations are not readily available for purposes of
calculating net asset value for
the Trust's Custodian in accordance with procedures and methods
established by the Trustees of the Trust.
b. The Subadviser, at its expense, will furnish (i) all necessary investment
salaries of personnel required for it to execute its duties faithfully, to
execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting services).
c. The Subadviser will select brokers and dealers to effect all transactions
subject to the following conditions: the Subadviser will place all
necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Subadviser is directed at all
times to seek to execute brokerage transactions for the Portfolios in
accordance with such policies or practices as may be established by the
Trustees and described in the Trust's registration statement as amended.
The Subadviser may pay a broker-dealer which provided research and
brokerage services a higher commission for a particular transaction than
otherwise might have been charged by another broker-dealer, if the
Subadviser determines that the higher commission is reasonable in relation
to the value of the brokerage and research services that such
broker-dealer provides, viewed in terms of either the particular
transaction or the Subadviser's overall responsibilities with respect to
accounts managed by the Subadviser. The Subadviser may use for the benefit
of the Subadviser's other clients, or make available to companies
affiliated with the Subadviser or to its directors for the benefit of its
clients, any such brokerage and research services that the Subadviser
obtains from brokers or dealers.
d. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and the Investment Advisers Act and the rules
thereunder.
e. It is understood that the Trust will pay all of its expenses, other than
those expressly stated to be payable by the Subadviser hereunder or by the
Adviser under the Advisory Agreement between the Trust and the Adviser.
f. The Subadviser shall vote proxies relating to the Portfolio's investment
securities in accordance with the Subadviser's proxy voting policies and
procedures, which shall conform with Rule 206(4)-6 under the Investment
Advisers Act. The Subadviser shall provide quarterly reporting regarding
its proxy voting activities. The Subadviser will not be responsible for
completing or filing proof of claim forms for class action litigation
relating to the securities of the Portfolios.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
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4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to: (i) the Adviser, (ii) the Trust, (iii) any shareholder of
the Trust or (iv) any contractholder whose contract values are invested in
shares of the Trust (collectively, the "Other Parties") for any loss suffered by
the Other Parties resulting from its acts or omissions as Subadviser to the
Portfolios (including, without limitation, any losses that may be sustained in
the purchase, holding or sale of any securities on behalf of a Portfolio),
except for losses resulting from willful misfeasance, bad faith, or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Subadviser or any of its directors, officers or employees. The Subadviser,
its directors, officers or employees shall not be liable to the Other Parties
for any loss suffered as a consequence of any action or inaction of the
Custodian in failing to observe the instructions of the Subadviser.
5. SUPPLEMENTAL ARRANGEMENTS
The Subadviser may enter into arrangements with other persons affiliated
with the Subadviser to better enable it to fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to the
Subadviser.
6. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers,
stockholders or otherwise; that directors, officers, agents and stockholders of
the Subadviser are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; that the Subadviser may be interested in the Trust;
and that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Trust and the Articles of
Incorporation of the Subadviser, respectively, or by specific provision of
applicable law.
7. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on
the later of: (i) approval by the Trustees of the Trust, including a majority of
the Trustees who are not interested persons (as defined in the Investment
Company Act) of any party to this Agreement, pursuant to the provisions of the
Investment Company Act and the rules and regulations thereunder and (ii) its
execution. Thereafter, the Agreement will continue in effect for a period more
than two years from the date of its execution only so long as such continuance
is specifically approved at least annually either by the Trustees of the Trust
or by a majority of the outstanding voting securities (as defined in the
Investment Company Act) of each of the Portfolios provided that in either
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event such continuance shall also be approved by the vote of a majority of the
Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or any continuance of the Agreement shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio vote to approve the Agreement or its
continuance, notwithstanding that the Agreement or its continuance may not have
been approved by a majority of the outstanding voting securities of (a) any
other Portfolio affected by the Agreement or (b) all the portfolios of the
Trust.
If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained with respect to any Portfolio, the Subadviser
will continue to act as investment subadviser with respect to such Portfolio
pending the required approval of the Agreement or its continuance or of a new
contract with the Subadviser or a different adviser or subadviser or other
definitive action; provided, that the compensation received by the Subadviser in
respect of such Portfolio during such period is in compliance with the
Investment Company Act, as modified by or interpreted by any applicable orders
of the Securities and Exchange Commission (the "Commission") or any rules or
regulations adopted by, or interpretative release of, the Commission.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust or, with respect to any Portfolio, by the
vote of a majority of the outstanding voting securities of such Portfolio, on
sixty days' written notice to the Adviser and the Subadviser, or by the Adviser
or the Subadviser on sixty days' written notice to the Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the Advisory Agreement between the Adviser and the Trust
terminates for any reason.
The Adviser will immediately notify the Subadviser should the exemptive
relief (or comparable exemptive, statutory or regulatory relief) set forth in
Investment Company Act Release No. 22429 - "Order Under Section 6(c) of the
Investment Company Act of 1940 Granting an Exemption from the Provisions of
Section 15(a) and Rule 18f-2 Thereunder" as it relates to the Subadviser and the
Portfolios cease to be available.
9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser ceases to be registered as an investment adviser under the
Investment Advisers Act;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
c. the chief executive officer or controlling stockholder of the Subadviser
or the portfolio manager of any Portfolio changes.
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10. USE OF SUBADVISER'S NAME
The Adviser will not use the Subadviser's name (or that of any affiliate)
in Trust literature without prior review and approval by the Subadviser, which
will not be unreasonably withheld or delayed.
11. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The services of the Subadviser to the Adviser are not deemed to be
exclusive, the Subadviser being free to render services to others and to 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 Subadviser's ability to meet all of its obligations hereunder.
12. AMENDMENTS TO THE AGREEMENT
Subject to the provisions of the Investment Company Act, as modified by or
interpreted by any applicable order or orders of the Commission or any rules or
regulations adopted by, or interpretive releases of, the Commission, this
Agreement may be amended by the parties if such amendment is specifically
approved by the vote of a majority of the Trustees of the Trust who are not
interested persons (as defined in the Investment Company Act) of any party to
this Agreement cast in person at a meeting called for the purpose of voting on
such approval.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolios listed in Appendix A.
14. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
15. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
16. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
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17. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts (without giving
effect to the choice of law provisions thereof), or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of The
Commonwealth of Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the Investment Company Act, the latter
shall control.
18. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the office of the
Secretary of The Commonwealth of Massachusetts, provides that the name " Xxxx
Xxxxxxx Funds II" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private property, for the satisfaction of any
obligation or claim, in connection with the affairs of the Trust or any
portfolio thereof, but only the assets belonging to the Trust, or to the
particular Portfolio with respect to which such obligation or claim arose, shall
be liable.
19. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, the
Subadviser is prohibited from consulting with the entities listed below
concerning transactions for a Portfolio in securities or other assets:
1. other subadvisers to a Portfolio
2. other subadvisers to a Trust portfolio
3. other subadvisers to a portfolio under common control with the
Portfolio
20. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential
information in accordance with the Trust's "Policy Regarding Disclosure of
Portfolio Holdings," as such policy may be amended from time to time, and to
prohibit its employees from trading on any such confidential information.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company
(U.S.A.), Managing Member
By: ________________________________________
Xxxx X. XxxXxxx III
Chairman
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: ________________________________________
Name:
Title:
7
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Trust listed below. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement with respect to each
Portfolio, the fee computed separately for such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
PORTFOLIO AGGREGATE NET ASSETS
---------------------------- --------------------
Strategic Opportunities Fund .350%
FIRST EXCESS OVER
$750 MILLION OF $750 BILLION OF
PORTFOLIO AGGREGATE NET ASSETS AGGREGATE NET ASSETS
----------------------- -------------------- --------------------
Large Cap Growth Fund** 0.400% 0.350%
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust. It also includes with respect to each Portfolio the net assets of one or
more other portfolios as indicated below, but in each case only for the period
during which the Subadviser for the Portfolio also serves as the subadviser for
the other portfolio(s). For purposes of determining Aggregate Net Assets and
calculating the Subadviser Fee, the net assets of the Portfolio and each other
portfolio of the Trust are determined as of the close of business on the
previous business day of the Trust, and the net assets of each portfolio of each
other fund are determined as of the close of business on the previous business
day of that fund.
TRUST PORTFOLIO(s) OTHER PORTFOLIO(s)
--------------------- ------------------------------------------------------
Large Cap Growth Fund Large Cap Growth Trust, a series of Xxxx Xxxxxxx Trust
The Subadviser Fee for a Portfolio shall be based on the applicable annual
fee rate for the Portfolio which for each day shall be equal to (i) the sum of
the amounts determined by applying the annual percentage rates in the table to
the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net
Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio
shall be accrued for each calendar day, and the sum of the daily fee accruals
shall be paid monthly to the Subadviser within 30 calendar days of the end of
each month. The daily fee accruals will be computed by multiplying the fraction
of one over the number of calendar days in the year by the Applicable Annual Fee
Rate, and multiplying this product by the net assets of the Portfolio. The
Adviser shall provide Subadviser with such information as Subadviser may
reasonably request supporting the calculation of the fees paid to it hereunder.
Fees shall be paid either by wire transfer or check, as directed by Subadviser.
If, with respect to any Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Fee Rate
changes, before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination or from the beginning of such month to the
A-1
date such change, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination or change occurs.
A-2
SUB-SUB - ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this ___ day of ____, 2005, 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 a Sub-Advisory Agreement
("Sub-Advisory Agreement") with Xxxx Xxxxxxx Investment Management Services, LLC
("MSS"), pursuant to which the Adviser acts as investment adviser to the
portfolios of the Xxxx Xxxxxxx Funds II (the "Trust") listed on Exhibit A
(individually "Fund" and collectively the "Funds"), a Massachusetts business
trust, and
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 Funds' assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Funds' 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 Funds may impose by notice in writing to the Adviser or
Sub - Adviser. The Sub - Adviser shall also furnish for the use of the Funds'
office space and all necessary office facilities, equipment and personnel for
servicing the investments of the Funds; and shall pay the salaries and fees of
all personnel of the Sub - Adviser performing services for the Funds relating to
research, statistical and investment activities. The Sub - Adviser is
authorized, in its discretion and without prior consultation with the Funds or
the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Funds. The
investment policies and all other actions of the Funds 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 Funds 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 the Funds' 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
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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 Funds' 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 Funds
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 Funds 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 Fund
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
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Funds.
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 MSS is obligated to pay the Adviser under the
Sub-Advisory Agreement in respect of that portion of each Fund's 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 Fund 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
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to liability to the Advisor, MSS or the Trust or to any shareholder of the Funds
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 Fund, 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 Fund.
(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 Funds 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 a Fund arising
in connection with this Agreement shall be limited in all cases to the Fund and
its assets, and the Sub - Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund. 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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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.
XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company
(U.S.A.), Managing Member
By: _________________________________________
Xxxx X. XxxXxxx III
Chairman
FMR CO., INC.
By: _________________________________________
Name:
Title: Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: _________________________________________
Name:
Title:
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EXHIBIT A
Strategic Opportunities Fund
Large Cap Growth Fund
A-1
