0000722574-01-500015 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LEVERAGED COMPANY STOCK FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

AGREEMENT made this 16th day of November 2000, by and between Fidelity Advisor Series I, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Advisor Leveraged Company Stock Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY ADVISOR SERIES I ON BEHALF OF FIDELITY ADVISOR LEVERAGED COMPANY STOCK FUND
Sub-Advisory Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

AGREEMENT made this 16th day of November, 2000, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Advisor Series I, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Leveraged Company Stock Fund (hereinafter called the "Portfolio").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

AGREEMENT made this day of , 200_, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY ADVISOR SERIES I ON BEHALF OF FIDELITY ADVISOR EQUITY VALUE FUND
Fidelity Advisor Series I • February 13th, 2001 • Massachusetts

AGREEMENT made this ___ day of ____, 20_ _, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Advisor Series I, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Equity Value Fund (hereinafter called the "Portfolio").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

AGREEMENT made this 16th day of November, 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").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES I and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

Agreement made this 16th day of November, 2000, between Fidelity Advisor Series I, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Advisor Leveraged Company Stock Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • February 13th, 2001 • Fidelity Advisor Series I • New York

AGREEMENT dated as of [_____________], among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: [___________]
Custody Agreement • February 13th, 2001 • Fidelity Advisor Series I

AGREEMENT dated as of _________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES I and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

Agreement made this ___ day of , 200 , between Fideltiy Advisor Series I, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Advisor Equity Value Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES I FIDELITY ADVISOR EQUITY VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Agreement • February 13th, 2001 • Fidelity Advisor Series I • Massachusetts

AGREEMENT made this __ day of _____ 20__, by and between Fidelity Advisor Series I, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Advisor Equity Value Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

CUSTODIAN AGREEMENT
Custodian Agreement • February 13th, 2001 • Fidelity Advisor Series I

AGREEMENT made as of the 1st day of February 1996 between each of the Investment Companies listed on Appendix "A" hereto, as the same may be amended from time to time (each a "Fund" and collectively the "Funds") and State Street Bank and Trust Company (the "Custodian").

FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Fidelity Advisor Series I • February 13th, 2001 • New York

AGREEMENT dated as of [___________], among CHEMICAL BANK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), GREENWICH CAPITAL MARKETS, INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 hereto acting on behalf of itself or (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171-2197 Attn: Susanne McQuillan Re: Addendum to the Custodian Agreement, dated as of [________], between State Street Bank and Trust Company and each of the...
Fidelity Advisor Series I • February 13th, 2001

This letter agreement shall serve to replace the addendum dated October 21, 1996 to the Custodian Agreement (the "Custodian Agreement"), effective as of February 1, 1996, between State Street Bank and Trust Company (the "Custodian") and each of the Investment Companies listed on Appendix "A" attached thereto, as the same may be amended from time to time (each a "Fund" and collectively, the "Funds"), on behalf of each of their respective series portfolios listed on such Appendix "A" (each a "Portfolio" and collectively, the "Portfolios"). This Addendum shall also apply to any future Fund or Portfolio added to Appendix A in accordance with the terms of the Custodian Agreement. Capitalized terms not otherwise defined herein shall have the meanings specified in the Custodian Agreement.

FORM OF FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Fidelity Advisor Series I • February 13th, 2001

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of____________, by and between THE BANK OF NEW YORK ("Custodian") and each of the entities listed on SchedulesA-1, A-2, A-3 and A-4 hereto on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on SchedulesA-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii)in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

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