RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED
AGREEMENT made this 1st day of January, 2000 by and between
Fidelity Management & Research (Far East), Inc., a
Massachusetts corporation (the "Sub-Advisor"); and Fidelity
Investments Japan Limited, a Japanese corporation (the
"Japan Sub-Advisor").
WHEREAS, Fidelity Management & Research Company, a
Massachusetts corporation (the "Advisor"), has entered into
a Management Contract (the "Management Contract") with
Fidelity Advisor Series II, a Massachusetts business trust
which may issue one or more series of shares of beneficial
interest (the "Trust"), on behalf of Fidelity Advisor High
Yield Fund (the "Portfolio"), pursuant to which the Advisor
acts as investment advisor to the Portfolio; and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory
Agreement (the "Sub-Advisory Agreement") with the Advisor,
pursuant to which the Sub-Advisor, directly or through
certain of its subsidiaries or other affiliated persons, may
provide, at the Advisor's discretion, investment advice or
investment management and order execution services to the
Portfolio; and
WHEREAS, the Japan Sub-Advisor has personnel in Japan, and
has been formed for the purpose, among others, of
researching and compiling information and recommendations
with respect to the economies of Japan and other Asian
countries and the securities of issuers located in Japan and
other Asian countries;
NOW THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the Sub-Advisor and
the Japan Sub-Advisor hereby agree as follows:
1. Delegation of Duties: Pursuant to paragraph 1(c) of
the Sub-Advisory Agreement, the Sub-Advisor hereby delegates
to the Japan Sub-Advisor, and the Japan Sub-Advisor hereby
accepts, responsibility for performing such non-
discretionary investment advisory and research services
relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers
as the Sub-Advisor may request from time to time) as may be
requested of the Sub-Advisor by the Advisor pursuant to the
Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all
personnel of the Japan Sub-Advisor performing such services
on behalf of the Portfolio.
(a) INVESTMENT ADVICE: In connection with the performance
of such services, the Japan Sub-Advisor shall furnish to the
Advisor and the Sub-Advisor such factual information,
research reports and investment recommendations as Advisor
or the Sub-Advisor may reasonably require. Such information
may include written and oral reports and analyses. All such
reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor,
in its sole discretion, without the consent of the Japan Sub-
Advisor.
(b) SUBSIDIARIES AND AFFILIATES: The Japan 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 Japan 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, the Advisor and
the Sub-Advisor: The Japan Sub-Advisor shall furnish such
reports, evaluations, information or analyses to the Trust,
the Advisor, and the Sub-Advisor, as the Trust's Board of
Trustees, the Advisor or the Sub-Advisor may reasonably
request from time to time, or as the Japan Sub-Advisor may
deem to be desirable.
3. Compensation: For the services provided under this
Agreement, the Sub-Advisor agrees to pay the Japan Sub-
Advisor a monthly fee equal to 100% of the Japan Sub-
Advisor's costs incurred in connection with rendering the
services provided hereunder. The Japan Sub-Advisor's fee
shall not be reduced to reflect expense reimbursements or
fee waivers by the Sub-Advisor or the Advisor, if any, in
effect from time to time.
4. Expenses: It is understood that the Portfolio will pay
all of its expenses other than those expressly stated to be
payable by the Japan Sub-Advisor hereunder, by the Sub-
Advisor under the Sub-Advisory Agreement or by the Advisor
under the Management Contract.
5. Interested Persons: It is understood (i) that Trustees,
officers, and shareholders of the Trust are or may be or
become interested in the Advisor, the Sub-Advisor or the
Japan Sub-Advisor as directors, officers or otherwise, (ii)
that directors, officers and stockholders of the Advisor,
the Sub-Advisor or the Japan Sub-Advisor are or may be or
become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may
be or become interested in the Trust as a shareholder or
otherwise.
6. Services to Other Companies or Accounts: The services
of the Japan Sub-Advisor to the Sub-Advisor are not to be
deemed to be exclusive, the Japan 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 Japan Sub-Advisor's ability to
meet all of its obligations hereunder. The Japan Sub-
Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor
or the Trust.
7. 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 Japan Sub-Advisor, the Japan Sub-Advisor shall not be
subject to liability to the Sub-Advisor, 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.
8. Liability. Notwithstanding anything in this Agreement
to the contrary, it is understood that the Sub-Advisor shall
remain liable to the Advisor and the Portfolio under the Sub-
Advisory Agreement for the acts and omissions of Japan Sub-
Advisor taken in the course of the performance of the Japan
Sub-Advisor's duties hereunder to the same extent as would
be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio
as a result of or arising out of such acts or omissions of
the Japan Sub-Advisor, the Sub-Advisor shall be entitled to
seek redress against the Japan Sub-Advisor in accordance
with the terms hereof.
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 June 30, 2000 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, the Japan 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.
(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, the Japan 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 Japan 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 Japan
Sub-Advisor shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Japan 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 person," 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 MANAGEMENT & RESEARCH (FAR EAST), INC.
BY: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Treasurer
FIDELITY INVESTMENTS
JAPAN LIMITED
BY: /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx President
