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ADMINISTRATION AGREEMENT
BETWEEN
FIDELITY ADVISOR KOREA FUND, INC.
AND
FIDELITY SERVICE CO.
AGREEMENT dated as of this 25th day of October, 1994 between Fidelity
Advisor Korea Fund, Inc., a Maryland corporation (the "Fund"), and FMR Corp., a
Massachusetts corporation, acting through its Fidelity Service Co. (the
"Administrator") division.
WHEREAS, the Fund wishes to employ the services of the Administrator, with
such assistance from the Administrator's affiliated companies as the latter may
provide; and
WHEREAS, the Administrator wishes to provide such services under the
conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund and the Administrator agree as follows:
1. APPOINTMENT. The Fund hereby appoints and employs the Administrator and
the Administrator accepts the appointment as agent to perform the services
described herein.
2. FUND ADMINISTRATION. Subject to the direction and control of the Board
of Directors of the Fund, the Administrator shall assist in supervising aspects
of the Fund's operation not otherwise supervised by the Fund's investment
manager, investment adviser, sub-investment adviser, transfer agent, custodian,
auditors, counsel or other agents.
To the extent not otherwise the responsibility of, or provided by, the Fund
or other agents of the Fund, the Administrator shall provide: (i) office space,
equipment and facilities (which may be the Administrator's or its affiliates)
for performing administrative services hereunder; (ii) non-investment related
statistical and research data and such other reports, evaluations, and
information as the Fund may request from time to time; (iii) internal clerical
and accounting services; and (iv) stationery and office supplies. The
Administrator shall prepare: (i) to the extent requested by the Fund, the Fund's
Prospectus and Annual and Semi-Annual Reports to Shareholders; (ii) for
execution and filing all federal and state tax returns and required filings with
the Securities and Exchange Commission and state Blue Sky authorities; and (iii)
applications and filings in connection with required fidelity bonds and other
insurances, including directors' and officers' insurance, as requested by the
Fund. The Administrator shall also: (i) keep and maintain the financial accounts
and records of the Fund; and (ii) generally assist as requested from time to
time by the Funds' investment manager, in other aspects of the Fund's
operations, as appropriate, including monitoring performance of the Fund's other
agents.
In compliance with requirements of Rule 31a-3 under the Investment Company
Act of 1940 (the "1940 Act"), the Administrator hereby agrees that all records
which it maintains with respect to the Fund are the property of the Fund, and
further agrees to surrender promptly to the Fund any of such records upon the
Fund's request. Administrator further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records subject to Rule 31a-1
under the 1940 Act that are maintained by the Administrator.
3. FUND ACCOUNTING: SECURITIES LENDING, AND TRADING DESK SERVICES. The
Administrator shall perform the obligations and the services set forth in the
attached schedules upon the terms and conditions hereinafter set forth. The
Administrator shall be responsible for performing as agent, as of the date of
this Agreement, the services described in the following schedules attached
hereto and made a part hereof, as said schedules may be amended from time to
time:
Schedule A: Agent for pricing and bookkeeping.
Schedule B: Agent for securities lending transactions.
Schedule C: Agent for portfolio executions.
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Operating procedures and standards to be followed for each function may be
established from time to time by agreement between the Fund and the
Administrator. The above schedules may be amended or deleted, or additional
schedules may be included, as deemed necessary from time to time by agreement
between the Fund and the Administrator. Deletion of any schedule shall be in
accordance with the termination provisions of Paragraph 13 of this Agreement.
Each schedule and any amendments thereto shall be dated and signed by the
parties to this Agreement.
4. AUDITS, INSPECTIONS AND VISITS. The Administrator shall make available
during regular business hours all records and other data created and maintained
hereunder for reasonable audit and inspection by the Fund, any agent or person
designated by the Fund, or any regulatory agency having authority over the Fund.
Upon reasonable notice by the Fund, the Administrator shall make available
during regular business hours its facilities and premises employed in connection
with its performance of this Agreement for reasonable visits by the Fund, any
agent or person designated by the Fund, or any regulatory agency having
authority over the Fund.
5. APPOINTMENT OF AGENTS. The Administrator, at its expense, may at any
time or times in its discretion appoint (and may at any time remove) one or more
other parties as Agent to perform any or all of the services specified hereunder
and to carry out such provisions of this Agreement as the Administrator may from
time to time direct; provided, however, that the appointment of any such Agent
shall not relieve the Administrator of any of its responsibilities or
liabilities hereunder.
6. USE OF THE ADMINISTRATOR'S NAME. The Fund shall not use the name of the
Administrator in any Prospectus, sales literature or other material relating to
the Fund in a manner not consented to prior to use; provided, however, that the
Administrator shall approve all uses of its name which merely refer in accurate
terms to its appointments, duties or fees hereunder or which are required by the
Securities and Exchange Commission or a state securities commission; and further
provided, that in no event shall such approval be unreasonably withheld.
7. USE OF FUND'S NAME. The Administrator shall not use the name of the Fund
or material relating to the Fund on any forms (including any checks, bank drafts
or bank statements) for other than internal use in a manner not consented to
prior to use, provided, however, that the Fund shall approve all uses of its
name which merely refer in accurate terms to the appointment of the
Administrator hereunder or which are required by the Securities and Exchange
Commission or a state securities commission; and further, provided that in no
event shall such approval be unreasonably withheld.
8. SECURITY. The Administrator represents and warrants that, to the best of
its knowledge, the various procedures and systems which the Administrator has
implemented with regard to the safeguarding from loss or damage attributable to
fire, theft or any other cause (including provision for twenty-four hours a day
restricted access) of the Fund's blank checks, certificates, records and other
data and the Administrator's records, data, equipment, facilities and other
property used in the performance of its obligations hereunder are adequate, and
that it will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. The
Administrator shall review such systems and procedures on a periodic basis and
the Fund shall have access to review these systems and procedures.
9. INSURANCE. The Administrator shall maintain or shall arrange for its
agents to maintain insurance of the types and in the amounts deemed by it to be
appropriate and shall notify the Fund should any of its insurance coverage be
changed for any reason. Such notification shall include the date of change and
the reason or reasons therefor. The Administrator shall notify the Fund of any
material claims against the Administrator, whether or not they may be covered by
insurance, and shall notify the Fund from time to time as may be appropriate of
the total outstanding claims made by the Administrator under its insurance
coverage. Nothing in this Agreement shall be construed to relieve an insurer of
any obligation to pay claims to the Fund, the Administrator its agents or other
insured party which would otherwise be a covered claim in the absence of any
provision of this Agreement.
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10. INDEMNIFICATION.
A. The Fund shall indemnify and hold the Administrator harmless
against any losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other
than the Fund, including by a shareholder, which names the Administrator
or its agents and/or the Fund as a party and is not based on and does
not result from the Administrator's willful misfeasance, bad faith or
negligence or reckless disregard of duties of the Administrator or its
agents, and arises out of or in connection with the performance
hereunder; or
(2) any claim, demand, action or suit (except to the extent
contributed to by the Administrator's willful misfeasance, bad faith or
negligence or reckless disregard of duties) which results from the
negligence of the Fund, or from the Administrator's acting upon any
instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Fund, or as a result
of the Administrator's acting in reliance upon advice reasonably
believed by the Administrator or its agents to have been given by
counsel for the Fund, or as a result of the Administrator's or its
agents acting in reliance upon any instrument or stock certificate
reasonably believed by it to have been genuine and signed, countersigned
or executed by the proper person.
B. The Administrator shall indemnity and hold the Fund harmless
against any losses, claims, damages, liabilities or expenses (including
reasonable counsels fees and expenses) resulting from any claim, demand,
action or suit brought by any person other than the Administrator, which
names the Fund and/or the Administrator as a party and is based upon and
arises out of the Administrator's willful misfeasance, bad faith or
negligence or reckless disregard of duties in connection with its
performance hereunder.
In the event that either party requests the other to indemnify or hold it
harmless hereunder, the party requesting indemnification (the "Indemnified
Party") shall inform the other party (the "Indemnifying Party") of the relevant
facts known to the Indemnified Party concerning the matter in question. The
Indemnified Party shall use reasonable care to identify and promptly to notify
the Indemnifying Party concerning any matter which presents, or appears likely
to present, a claim for indemnification. The Indemnifying Party shall have the
election of defending the Indemnified Party against any claim which may be the
subject of indemnification or of holding the Indemnified Party harmless
hereunder. In the event the Indemnifying Party so elects, it will so notify the
Indemnified Party and thereupon the Indemnifying Party shall take over defense
of the claim and, if so requested by the Indemnifying Party, the Indemnified
Party shall incur no further legal or other expenses related thereto for which
it shall be entitled to indemnity or to being held harmless hereunder; provided,
however, that nothing herein shall prevent the Indemnified Party from retaining
counsel at its own expense to defend any claim. Except with the Indemnifying
Party's prior written consent, the Indemnified Party shall in no event confess
any claim or make any compromise in any matter in which the Indemnifying Party
will be asked to indemnify or hold the Indemnified Party harmless hereunder.
11. ACTS OF GOD, ETC. The Administrator shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication equipment of common carriers or power supply. In the
event of equipment breakdowns beyond its control, the Administrator shall, at no
additional expense to the Fund, take reasonable steps to minimize the service
interruptions and mitigate their effects but shall have no liability with
respect thereto. The Administrator shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment.
12. AMENDMENTS. The Administrator and the Fund shall regularly consult with
each other regarding the Administrator's performance of its obligations and its
compensation hereunder. In connection therewith, the fund shall submit to the
Administrator at a reasonable time in advance of filing with the Securities and
Exchange Commission copies of any amended or supplemented registration
statements (including exhibits) under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, and, a
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reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or the services offered by the
fund. Any change in such material which would require any change in the
Administrator's obligations hereunder shall be subject to the Administrator's
approval, which shall not be unreasonably withheld. In the event that a change
in such documents or in the procedures contained therein materially increases
the cost to the Administrator of performing its obligations hereunder, the
Administrator shall be entitled to receive reasonable compensation therefor.
13. DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
This Agreement shall continue in effect until , 1995 and
indefinitely thereafter so long as such continuance is approved at least
annually by vote of the Fund's Board of Directors; provided, however, that this
Agreement may be terminated at any time by six months' written notice given by
the Administrator to the Fund or six months' written notice given by the Fund to
the Administrator; and provided further that this Agreement may be terminated
immediately at any time for cause either by the Fund or by the Administrator in
the event that such cause remains unremedied for a reasonable period of time not
to exceed ninety days after receipt of written specification of such cause. Any
such termination shall not affect the rights and obligations of the parties
under paragraph 10 hereof.
Upon the termination hereof, the Fund shall pay to the Administrator such
compensation as may be due for the period prior to the date of such termination.
In the event that the Fund designates a successor to any of the Administrator's
obligations hereunder, the Administrator shall, at the expense and direction of
the Fund, transfer to such successor all relevant books, records and other data
established or maintained by the Administrator hereunder. To the extent that the
Administrator incurs expenses related to a transfer of responsibilities to a
successor, the Administrator shall be entitled to be reimbursed for such
expenses, including any out-of-pocket expenses reasonably incurred by the
Administrator in connection with the transfer.
14. FEES. As compensation for the services, facilities and personnel which
the Administrator is to provide or cause to be provided, the Fund shall,
beginning with its commencement of operations, pay to the Administrator an
annual fee, which shall be computed and accrued daily and paid in arrears on the
first business day of every month, at the annual rate of .20% of the average net
assets of the Fund.
For the purpose of determining fees payable to the Administrator, the value
of the net assets of the Fund shall be computed in the manner described in the
Fund's Prospectus. The fee for any partial month under this Agreement shall be
calculated on a proportional basis.
The services of the Administrator provided hereunder are not to be deemed
exclusive and the Administrator shall be free to render similar services to
others and engage in other activities. The Administrator or its affiliates shall
be free to enter other agreements with the Fund for providing additional
services to the Fund which are not covered by this Agreement, and to receive
additional compensation for such services.
15. EXPENSES. The Administrator shall bear all expenses in connection with
its performance of services hereunder. The Fund will pay, or contract with
persons not parties to this Agreement to pay for, all its expenses other than
those expressly stated to be payable by the Administrator hereunder, which
expenses payable by the Fund 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 Fund's Directors other than those who are "interested" persons
of the Fund, the Investment Manager, or the Administrator; (iv) legal and audit
expenses (other than services provided by the Administrator); (v) custodian,
pricing and bookkeeping, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualifications of the Fund'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 Fund; (viii) all other expenses incidental to holding meetings of the
Fund's
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shareholders, including proxy solicitations therefor; (ix) expenses of
typesetting Prospectuses and supplements thereto; (x) expenses of printing and
mailing any notice to existing shareholders; (xi) 50% of the insurance premiums
for fidelity bonds and other coverage to the extent approved by the Board of
Directors; (xii) association membership dues authorized by the Board of
Directors; and (xiii) such nonrecurring or extraordinary expenses as may arise,
including those relating to actions, suits, or proceedings to which the Fund is
a party or to which the Fund's assets are subject and the legal obligation which
the Fund may have to indemnify the Fund's Directors and officers with respect
thereto.
The Administrator has no obligation to reimburse the Fund for (or to have
deducted from its fees) any Fund expense in excess of expense limitations, if
any, imposed by state securities authorities having jurisdiction over the Fund.
16. PROPRIETARY AND CONFIDENTIAL INFORMATION. Administrator agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be reasonably withheld and may not be
withheld and will be deemed granted where Administrator may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund. The Fund agrees that any information obtained by the Administrator,
or an affiliate, independently and not from the Fund, shall not be deemed to be
confidential and proprietary.
17. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in one or more counterparts, each of
which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
FIDELITY SERVICE CO., A DIVISION OF
FMR CORP.
By: /s/ XXXXXXXXX X. XXXXX
-----------------------------------
Title:
FIDELITY ADVISOR KOREA FUND, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Title: Treasurer
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Dated: October 24, 1994
FIDELITY ADVISOR KOREA FUND, INC. (the "Fund")
SCHEDULE A: AGENT TO PERFORM PORTFOLIO PRICING AND BOOKKEEPING
I. SERVICES TO BE PERFORMED. Fidelity Services Company (the
"Administrator") appoints Fidelity Accounting and Custody Services (FACS) to be
responsible for:
A. Accounting and relating to the Fund and portfolio transactions of the
Fund.
B. The determination of net asset value per share of the outstanding
shares of the Fund and the offering price, if any, at which shares are
to be sold, at the times and in the manner described in the Articles of
Incorporation as it may be amended from time to time, and the Prospectus
of the Fund (pricing).
C. The determination of distributions, if any.
D. The timely communication of information determined in B and C above,
to the person or persons designated by the Fund.
E. Maintaining the books of account of the Fund.
F. In conjunction with the Custodian, receiving information and keeping
records about all corporate actions, including, but not limited to, cash
and stock distributions or dividends, stock splits and reverse stock
splits, taken by companies whose securities are held by the Fund.
G. Monitoring foreign corporate actions and foreign trades and entering
orders to convert foreign currency or establish contracts for future
settlement of foreign currency.
H. Processing and monitoring the settlement of Variable Rate Demand Notes
and GNMA's.
I. Monitoring and accounting for futures and options.
II. COMPENSATION. For the performance of its obligations hereunder, the
Fund Manager shall pay FACS an annual fee based on average daily net assets for
each month. The fee schedule is as follows:
FUND'S AVERAGE DAILY NET ASSETS FEE RATE
----------------------------------------------------------- --------
$500 million and under..................................... .06%
Over $500 million.......................................... .03%
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provided, however, that the minimum total annual fee payable by the
Administrator shall be $45,000 and the maximum total annual fee payable by the
Administrator shall be $750,000. FACS shall be reimbursed by the Administrator
for out-of-pocket expenses for pricing, dividend and interest quotation services
and related communications and telephone charges.
FIDELITY SERVICE COMPANY
A DIVISION OF FMR CORP.
By: /s/ XXXXXXXXX X. XXXXX
-----------------------------------
Name: X.X. Xxxxx
Title: President
FIDELITY ACCOUNTING AND CUSTODY
SERVICES
By:
-----------------------------------
Name:
Title:
FIDELITY ADVISOR KOREA FUND, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
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Dated: October 24, 1994
FIDELITY ADVISOR KOREA FUND, INC.
SCHEDULE B: AGENT FOR SECURITIES LENDING TRANSACTIONS
I. SERVICES TO BE PERFORMED. FACS shall be responsible for administering a
program of securities lending from the Fund's portfolio by:
A. Carrying out security loan transactions between approved borrowers and
the Fund, including assisting the Custodian in receiving and returning
collateral for loans.
B. Marking to market loans outstanding each day.
C. Ensuring that the value of collateral for loans is 100% or more of
loaned securities at market price and issuing demands for additional
collateral should the percentage fall below 100%.
The details of operating standards and procedures to be followed shall be
established from time to time by agreement between the Administrator and the
Fund and shall be expressed in a procedures manual maintained by Service.
II. COMPENSATION. For the performance of its obligations hereunder, the
Administrator shall pay FACS according to the following:
Opening a loan............................................... $15
Closing a loan............................................... $15
Daily market to market of collateral......................... $ 5
FIDELITY SERVICE COMPANY
A DIVISION OF FMR CORP.
By:
-----------------------------------
Treasurer
FIDELITY ACCOUNTING AND CUSTODY
SERVICES
By:
-----------------------------------
FIDELITY ADVISOR KOREA FUND, INC.
By:
-----------------------------------
Treasurer
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