Exhibit 5 (oo)
FORM OF
SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS JAPAN LIMITED
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FIDELITY ADVISOR SERIES VIII ON BEHALF OF
FIDELITY ADVISOR JAPAN FUND
AGREEMENT made this ___ day of ________, 1998, by and between Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the
"Advisor"); Fidelity Investments Japan Limited, a Japanese company with
principal offices at Shiroyama XX Xxxx Building, 19th Floor, 3-1 Xxxxxxxxx
0-xxxxx, Xxxxxx-xx, Xxxxx 000, Xxxxx (hereinafter called the "Sub-Advisor"); and
Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called the "Trust")
on behalf of Fidelity Advisor Japan Fund (hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor has been formed in part for the purpose of
researching and compiling information and recommendations with respect to the
economies of various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to
perform one or more of the following services with respect to all or a portion
of the investments of the Portfolio. The services and the portion of the
investments of the Portfolio to be advised or managed by the Sub-Advisor shall
be as agreed upon from time to time by the Advisor and the Sub-Advisor. The
Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research, statistical and
investment activities.
(a) Investment Advice: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information may
include written and oral reports and analyses.
(b) Investment Management: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the"1940 Act") and rules thereunder, as
amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money, or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of
the services contemplated by this Agreement directly or through such of its
subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor
shall furnish such reports, evaluations, information or analyses to the Trust
and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably
request from time to time, or as the Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor 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-Advisor, which may include brokers or
dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 l934) to the Portfolio and/or to the
other accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor has with respect to accounts over which it exercises investment
discretion. The Trustees of the Trust 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) Investment Advisory Fee: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to: (i) 30%
of the monthly management fee rate (including performance adjustments, if
any) that the Portfolio is obligated to pay the Advisor under its
Management Contract with the Advisor, multiplied by (ii) the fraction equal
to the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment advice divided by the net assets of the Portfolio for
that month. The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from time
to time.
(b) Investment Management Fee: For services provided under subparagraph (b)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Investment Management Fee. The Investment Management Fee shall be
equal to: (i) 50% of the monthly management fee rate (including performance
adjustments, if any) that the Portfolio is obligated to pay the Advisor
under its Management Contract with the Advisor, multiplied by: (ii) the
fraction equal to the net assets of the Portfolio as to which the
Sub-Advisor shall have provided investment management services divided by
the net assets of the Portfolio for that month. If in any fiscal year the
aggregate expenses of the Portfolio exceed any applicable expense
limitation imposed by any state or federal securities laws or regulations,
and the Advisor waives all or a portion of its management fee or reimburses
the Portfolio for expenses to the extent required to satisfy such
limitation, the Investment Management Fee paid to the Sub-Advisor will be
reduced by 50% of the amount of such waivers or reimbursements multiplied
by the fraction determined in (ii). If the Sub-Advisor reduces its fees to
reflect such waivers or reimbursements and the Advisor subsequently
recovers all or any portion of such waivers and reimbursements, then the
Sub-Advisor shall be entitled to receive from the Advisor a proportionate
share of the amount recovered. To the extent that waivers and
reimbursements by the Advisor required by such limitations are in excess of
the Advisor's management fee, the Investment Management Fee paid to the
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Sub-Advisor will be reduced to zero for that month, but in no event shall
the Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) Provision of Multiple Services: If the Sub-Advisor shall have provided
both investment advisory services under subparagraph (a) and investment
management services under subparagraph (b) of paragraph 1 for the same
portion of the investments of the Portfolio for the same period, the fees
paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the Portfolio,
which expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in connection
with the purchase or sale of securities and other investment instruments; (iii)
fees and expenses of the Trust's Trustees other than those who are "interested
persons" of the Trust, the Sub-Advisor or the Advisor; (iv) legal and audit
expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the Trust and
the Portfolio's shares for distribution under state and federal securities laws;
(vii) expenses of printing and mailing reports and notices and proxy material to
shareholders of the Portfolio; (viii) all other expenses incidental to holding
meetings of the Portfolio's shareholders, including proxy solicitations
therefor; (ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for fidelity
and other coverage; (x) its proportionate share of association membership dues;
(xi) expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing and
mailing Prospectuses and Statements of Additional Information and supplements
thereto sent to existing shareholders; and (xiii) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Portfolio is a party and the legal obligation which
the Portfolio may have to indemnify the Trust's Trustees and officers with
respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor or
the Sub-Advisor as directors, officers or otherwise and that directors, officers
and stockholders of the Advisor or the Sub-Advisor are or may be or become
similarly interested in the Trust, and that the Advisor or the Sub-Advisor may
be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the Sub-Advisor
to the Advisor are not to be deemed to be exclusive, the Sub-Advisor 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-Advisor's ability to
meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be
an independent contractor and not an agent or employee of the Advisor or the
Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder on the
part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to
the Advisor, the Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1999
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 Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio 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 interpretative releases of,
the Commission.
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(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust 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.
(d) Either the Advisor, the Sub-Advisor 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 with respect to the Portfolio by
vote of a majority of its outstanding voting securities. This Agreement
shall terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor 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 Trust and agrees
that any obligations of the Trust or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its assets,
and the Sub-Advisor shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: 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,
all as of the date written above.
FIDELITY INVESTMENTS JAPAN LIMITED
BY:____________________________________________
Title
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: ___________________________________________
Title
FIDELITY ADVISOR SERIES VIII on behalf of
FIDELITY ADVISOR JAPAN FUND
BY: ____________________________________________
Title
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