EXHIBIT (d)(2)(P)
SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 2nd of October, 2000, by and between Fidelity
Investments Money Management, Inc., a New Hampshire corporation with principal
offices at 0 Xxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxxxxx (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 Portfolio Management Agreement with
The GCG Trust, a Massachusetts business trust which may issue one or more series
of shares of beneficial interest (hereinafter called the "Fund"), on behalf of
Asset Allocation Growth Portfolio (hereinafter called the "Portfolio"), and
Directed Services, Inc. (the "Manager"), pursuant to which the Adviser is to act
as investment manager and adviser to the Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of money market and fixed-income mutual funds, both taxable and
tax-exempt, advising generally with respect to money market and fixed-income
instruments, and managing or providing advice with respect to cash management.
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 Portfolio's assets
as the Adviser shall designate in accordance with the investment objective,
policies and limitations as provided in the Portfolio's 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 Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the
Portfolio office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolio; and shall pay the
salaries and fees of all personnel of the Sub-Adviser performing services for
the Portfolio relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the Portfolio are
and shall at all times be subject to the control and direction of the Fund's
Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund'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 Fund's
Board of Trustees with respect to Portfolio 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 Portfolio's account 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
Portfolio 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 Portfolio 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 the
Portfolio 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 Fund shall periodically review the commissions
paid by the Portfolio to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Portfolio.
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 management fee which the Portfolio is obligated to pay the Adviser under
the Portfolio Management Agreement with the Adviser in respect of that portion
of the Portfolio'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
Fund 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 Fund, and that the Adviser or the Sub-Adviser may be or become interested
in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or by the
Adviser under the Portfolio Management Agreement with the Portfolio.
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 Fund.
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 Advisor,
the Fund or to any shareholder of the Portfolio 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, this Agreement shall continue in full force for two years
from the date first indicated above, and indefinitely thereafter, but only so
long as the continuance after such period shall be specifically approved at
least annually by vote of the Fund's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(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 Fund 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 Portfolio 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 Directors, or by vote of a majority of its outstanding voting
securities. This Agreement shall terminate automatically upon the termination of
the Portfolio Management Agreement between the Fund on behalf of the Portfolio,
the Manager and the Adviser. This Agreement shall terminate automatically in the
event of its assignment.
8. The Sub-Adviser is hereby expressly put on notice of the limitation
of shareholder liability as set forth in the Declaration of Trust or other
organizational document of the Fund and agrees that any obligations of the Fund
or the Portfolio arising in connection with this Agreement shall be limited in
all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolio. 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 1940 Act 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.
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
President
