Exhibit 5(b)
SUB-ADVISORY AGREEMENT
between
Fidelity Management & Research (U.K.) Inc.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 1st day of January, 1991, by and between Fidelity
Management & Research (U.K.) 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 a Management Contract with Equity
Portfolio: Income, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Equity Portfolio: Income (hereinafter called the
"Portfolio"), pursuant to which the Adviser is to act as investment adviser
to the Portfolio, and
WHEREAS the Sub-Adviser has personnel in Western Europe and was formed for
the purpose of researching and compiling information and recommendations
with respect to the economies of various countries and issuers located
outside of North America, principally in Western Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. The Sub-Adviser shall act as an investment consultant to the Adviser
and shall furnish the Adviser factual information, research reports and
investment recommendations relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside the U.S., all
as the Adviser may reasonably require. Such information shall include
written and oral reports and analyses.
2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to
pay the Sub-Adviser a monthly fee equal to 110% of the Sub-Adviser's costs
incurred in connection with the Agreement, said costs to be determined in
relation to the assets of the Portfolio that benefit from the services of
the Sub-Adviser.
3. It is understood that Trustees, officers and shareholders of the Fund
are or may be or become interested in the Adviser and the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser and 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. The Sub-Adviser shall for all purposes be an independent contractor and
not an agent or employee of the Adviser or the Fund. The Sub-Adviser shall
have no authority to act for, represent, bind or obligate the Adviser or
the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.
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. 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
Adviser, the Fund 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.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until July 31,
1991 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 of the Adviser,
the Sub-Adviser and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding voting
securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, 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 in the
event of its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Declaration of Trust 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.
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 all as of the date written above.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
By /s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/J. Xxxx Xxxxxxxx
J. Xxxx Xxxxxxxx, President
