EXHIBIT (d)(2)(S)
FORM OF
SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this day of , 199__, 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 Management Contract with
[Trust Name], a [Massachusetts or Delaware] business trust which may
issue one or more series of shares of beneficial interest
(hereinafter called the ``Fund"), on behalf of [Fund Name]
(hereinafter called the ``Portfolio"), 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 l940 and rules
thereunder, as amended from time to time (the ``l940 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 l934) 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's Management
Contract 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 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 Fund's Trustees other than those who are ``interested
persons" of the Fund, the Sub-Adviser or the Adviser; (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 Fund 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 Adviser,
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 Fund's Trustees and officers with respect thereto.
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 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.
7. (a) Subject to prior termination as provided in sub-
paragraph (d) of this paragraph 7, this Agreement shall continue in
force until [date of annual contract renewals:_____], 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 Management Contract between
the Fund, on behalf of the Portfolio, 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 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.
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
By
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By
President
