Exhibit 5(a)
MANAGEMENT CONTRACT
between
FIXED-INCOME PORTFOLIOS:
SHORT-TERM GOVERNMENT SERIES
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 29th day of July, 1986 by and between Fixed-Income
Portfolios, a Massachusetts business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Short-Term Government Series (hereinafter called the "Portfolio")
and Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio 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 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The 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 officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, 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) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing
the Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this contract.
(c) The Adviser undertakes (i) to furnish, either itself or through an
affiliated or non-affiliated company, shareholder and dividend disbursing
services and portfolio and general accounting record maintenance, and (ii)
to pay all expenses involved in the operation of the Portfolio, except
taxes, the fees and expenses of all Trustees of the Fund who are not
"interested persons" of the Fund or of the Adviser, brokerage fees and
commissions, and such non-recurring and extraordinary expenses as may
arise, including actions, suits or proceedings to which the Portfolio is or
is threatened to be party and the legal obligations which the Portfolio may
have to indemnify the Fund's Trustees and officers with respect thereto,
which expenses shall be paid by the Portfolio. It is understood that
charges billed directly to shareholders of the Portfolio including charges
for sub-accounting services, shall not be payable by the Adviser. The
Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees and officers of the Fund are or may
be or become interested in the Adviser as directors, officers or otherwise
and that directors, officers and stockholders of the Adviser are or may be
or become similarly interested in the Fund, and that the Adviser may be or
become interested in the Fund as a shareholder or otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a monthly advisory and service fee at the Annual rate of
45/100 of 1% of the average daily net assets of the Portfolio (computed in
the manner set forth in the Declaration of Trust) throughout the month;
provided that the fee, so computed, shall be reduced by the compensation,
including reimbursement of expenses, paid by the Portfolio to those
Trustees who are not "interested persons" of the Fund or the Adviser. In
case of initiation or termination of this Contract during any month, the
fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect and the fee computed
upon the average net assets for the business days it is so in effect for
that month.
4. The services of the Adviser to the Portfolio are not to be deemed to
be exclusive, the 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 Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio 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.
5. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 5, this Contract shall continue in force until July 31, 1987
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund 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 5, the terms of any continuance or modification of the
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without penalty, by
action of its Trustees or Board of Directors, as the case may be, or with
respect to the Portfolio by vote of a majority of the outstanding voting
securities of the Portfolio. This Contract shall terminate automatically
in the event of its assignment.
6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Fund. In addition the Advisor (sic) shall not seek satisfaction of any
such obligations from the Trustees or any individual Trustee. The Advisor
(sic) understands that the rights and obligations of any Portfolio under
the Declaration of Trust are separate and distinct from those of any and
all other Portfolios.
The terms "vote of a majority of the outstanding voting securities",
"assignment", and "interested persons", when used herein, shall have the
respective meanings specified in the 1940 Act as now in effect or as
hereafter amended, subject however, to such exemptions as may be granted by
the Securities and Exchange Commission.
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.
FIXED-INCOME PORTFOLIOS
on behalf of Short-Term
Government Series
S E A L By /s/Xxxxxx X. Xxxxxxx 3d
Xxxxxx X. Xxxxxxx 3d
President
FIDELITY MANAGEMENT &
RESEARCH COMPANY
S E A L By /s/J. Xxxx Xxxxxxxx
J. Xxxx Xxxxxxxx
President
