SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this [ ] day of [ ], 2001, 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 [ ]
("Client") and the [ ] Funds (the "Trust"), a
[Massachusetts/Delaware business trust], pursuant to which the Adviser acts
as investment adviser to the [ ] Fund (the "Fund") [different
for Maryland corporation], 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 Fund's assets
as the Adviser shall designate in accordance with the investment objectives,
policies and limitations as provided in the Fund'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 Fund may impose by notice in
writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish
for the use of the Fund's office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund; and shall
pay the salaries and fees of all personnel of the Sub-Adviser performing
services for the Fund relating to research, statistical and investment
activities. The Sub-Adviser is authorized, in its discretion and without
prior consultation with the Fund or the Adviser, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund. The investment policies and all other
actions of the Fund 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 Fund 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 Fund's 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 Fund 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 Fund 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 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 Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits
to the Fund.
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 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 the 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 to liability to the
Advisor, the Client, the Trust or to any shareholder of the Fund 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 the 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 Fund 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
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.
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: ______________________________
Xxxxxx X. Xxxxx
President
FIDELITY MANAGEMENT & RESEARCH
COMPANY
BY: ______________________________
Xxxxxx X. Xxxxx
President
