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2(G)(1)
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
FIDELITY ADVISOR KOREA FUND, INC.
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 25th day of October, 1994, by and between Fidelity
Advisor Korea Fund, Inc. a Maryland corporation (hereinafter called the "Fund"),
and Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Manager").
1. (a) Investment Advisory Services. The Manager undertakes to act as
investment manager of the Fund and shall, subject to the supervision of the
Fund's Board of Directors, direct the investments of the Fund in accordance with
the investment objective, policies and limitations as provided in the Fund'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 Fund may impose by
notice in writing to the Manager. To the extent that an investment adviser is
appointed by the Manager and by the Board of Directors of the Fund (the
"Investment Adviser"), the Manager may delegate any of its management services
and responsibilities hereunder at its sole expense, and the Manager shall
supervise the performance by the Investment Adviser of such services and
responsibilities and further shall provide the Investment Adviser with such
investment advice and research as they shall mutually agree upon. The Manager
shall also furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund;
and shall pay the salaries and fees of all officers of the Fund, of all
Directors of the Fund who are "interested persons" of the Fund or of the Manager
and of all personnel of the Fund or the Manager performing services relating to
research, statistical and investment activities. The Manager is authorized, in
its discretion and without prior consultation with the Fund, to buy, sell, lend
and otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund. The investment policies and all other actions
of the Fund are and shall at all times be subject to the control and direction
of the Fund's Board of Directors.
(b) Management Services. The Manager shall perform (or arrange for the
performance by its affiliates of) the management services necessary for the
operation of the Fund. The Manager shall, subject to the supervision of the
Board of Directors, perform various services for the Fund, including but not
limited to: (1) providing investment research and recommendations; (2) providing
investment and tax compliance services; (3) supervising any Investment Adviser
appointed under paragraph 1(a); (4) providing internal legal services; (5)
providing the Fund with office space, equipment and facilities (which may be its
own) for maintaining its organization; (6) on behalf of the Fund, 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; (7) preparing all general shareholder communications, including
shareholder reports; (8) conducting shareholder relations; (9) maintaining the
Fund's existence and its records; (10) during such times as shares are publicly
offered, maintaining the registration and qualification of the Fund's shares
under federal and state law; and (11) investigating the development of and
developing and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Fund as an investment
vehicle.
The Manager shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Directors may request from time to
time or as the Manager may deem to be desirable. The Manager shall make
recommendations to the Fund's Board of Directors with respect to Fund policies,
and shall carry out such policies as are adopted by the Directors. The Manager
shall, subject to review by the Board of Directors, furnish such other services
as the Manager shall from time to time determine to be necessary or useful to
perform its obligations under this Contract.
(c) Unless an Investment Adviser has been appointed pursuant to paragraph
1(a), the Manager shall place all orders for the purchase and sale of portfolio
securities for the Fund's account with brokers or dealers
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selected by the Manager, which may include brokers or dealers affiliated with
the Manager. The Manager shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Fund and at commission
rates which are reasonable in relation to the benefits received. In selecting
brokers or dealers qualified to execute a particular transactions, 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 1934)
to the Fund and/or the other accounts over which the Manager or its affiliates
exercise investment discretion. The Manager is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction if the Manager 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 Manager and its affiliates have with respect to accounts over which
they exercise investment discretion. The Directors of the Fund shall
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
The Manager shall, in acting hereunder, be an independent contractor. The
Manager shall not be an agent of the Fund.
2. It is understood that the Directors, officers and shareholders of the
Fund are may be or become interested in the Manager as directors, officers or
otherwise and that directors, officers and stockholders of the Manager are or
may be or become similarly interested in the Fund, and that the Manager may be
or become interested in the Fund as a shareholder or otherwise.
3. The Manager will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Manager shall receive a monthly
management fee, payable monthly as soon as practicable after the last day of
each month. The Fee will be computed as follows:
(a) Fee Rate: The Annual Fee Rate shall be 1.00%.
(b) Fee. One-twelfth of the Fee Rate shall be applied to the average of the
net assets of the Fund (computed in the manner set forth in the Fund's Articles
of Incorporation, other organizational document or prospectus) determined as of
the close of business on each business day throughout the month. The resulting
dollar amount comprises the Fee.
(c) In the case of termination of this Contract during any month, the fee
for that month shall be reduced proportionately on the basis of the number of
weeks during which it is in effect for that month. The Fee Rate will be computed
on the basis of and applied to net assets averaged over that month ending on the
last business day on which this Contract is in effect.
4. It is understood that the Fund will pay all its expenses other than
those expressly stated to be payable by the Manager 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
or the Manager; (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 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
shareholders, including proxy solicitations therefor; (ix) 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 supplements thereto; (xii) expenses of printing and mailing
Prospectuses and supplements; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or proceedings
to which the Fund is a party and the legal obligation which the Fund may have to
indemnify the Fund's Directors and officers with respect thereto.
5. The services of the Manager to the Fund are not to be deemed exclusive,
the Manager being free to render services to others and engage in other
activities, provided, however, that such other services and
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activities do not, during the term of this Contract, interfere, in a material
manner, with the Manager's ability to meet all of its obligations with respect
to rendering services to the Fund hereunder. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Manager, the Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund 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 or
other investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until , 1996,
and indefinitely thereafter, but only so long as the continuance after such date
shall be specifically approved at least annually by vote of the Directors of the
Fund or by vote of a majority of the outstanding voting securities of the Fund.
(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 Fund.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract must
have been approved by the vote of a majority of those Directors 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 payment of any penalty, by
action of its Board of Directors or with respect to the Fund by vote of a
majority of the outstanding voting securities of the Fund. This Contract shall
terminate automatically in the event of its assignment.
7. 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 "vote of a majority of the outstanding voting securities."
"assignment", "investment adviser" and "interested persons," when used herein,
shall have the respective meanings specified in the 1940 Act, as now in effect
or as hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
8. The Manager consents and grants to the Fund a non-exclusive license for
the use by the Fund of the word "Fidelity" in the name of the Fund. Such consent
is subject to revocation by the Manager in its discretion, and the Manager may
require the Fund to cease using the word "Fidelity" in its name, if the Manager
or an affiliate is not employed as an investment adviser to the Fund. The Fund
acknowledges that as between it and the Manager, the Manager controls the use of
the name of the Fund insofar as it contains the identifying word "Fidelity" and
the Manager and its affiliates may use the identifying word "Fidelity" in any
other connection and for any purpose, without limitation.
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IN WITNESS WHEREOF the parties 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 ADVISOR KOREA FUND, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
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