Exhibit 5(q)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY (U.K.) INC.
AND
FIDELITY ADVISOR SERIES VIII ON BEHALF OF
FIDELITY ADVISOR OVERSEAS FUND
AGREEMENT made this 31st day of October 1997, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
(hereinafter called the "Advisor"); Fidelity Management & Research
Company (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and
Fideilty Advisor Series VIII, 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 Overseas Fund
(hereinafter called the "Portfolio").
WHEREAS the Fund and the Advisor have entered into a Management
Contract on behalf of Portfolio, pursuant to which the Advisor is to
act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries and securities of issuers located in such countries,
and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Fund, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services. The
portion of the investments of the Portfolio advised or managed by the
Sub-Advisor shall be agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of
all personnel of the Sub-Advisor performing services for the Portfolio
relating to research, statistical and investment activities.
(a) Investment Advice: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and to the Advisor, and, in connection with such advice,
shall furnish the Portfolio and the Advisor factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) Investment Management: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Fund may impose with respect to the
Portfolio by notice to the Advisor and the Sub-Advisor. The
provision of investment management services shall also include the
provision of investment advisory services described under subparagraph
(a) hereof. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any
stock, bond, other security or investment instrument, and to place
orders for purchase and sale of such securities through such
broker-dealers as the Sub-Advisor may select. The Sub-Advisor may
also be authorized, to the extent such duties are delegated in writing
by the Advisor, to provide additional investment management services
to the Portfolio, including but not limited to providing currency
management services (including entering into currency forward, futures
and options contracts on behalf of the Portfolio); trading futures and
options contracts on securities or indexes; and borrowing or lending
Portfolio securities. All investment management and any other actions
of the Sub-Advisor shall at all times be subject to the control and
direction of the Advisor and the Fund's Board of Trustees.
(c) Order Execution Services : The Sub-Advisor may provide order
execution services with respect to investments of the Portfolio with
or without providing investment advice or investment management
services with respect to such investments; however, the provision of
order execution services with respect to investments of the Portfolio
shall not constitute provision of investment advice under subarea (a)
or investment management under subparagraph (b) with respect to such
investments for the purpose of calculating the Investment Management
Fee unless the Sub-Advisor also provides investment advice or
investment management services with respect to such investments.
(d) Subsidiaries and Affiliates: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Fund to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Fund and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Fund and the Advisor as the Fund's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under Section
1(b) of this Agreement, the Sub-Advisor, at its own expense, 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-Advisor, which may include brokers or dealers affiliated with the
Advisor or Sub-Advisor. The Sub-Advisor 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-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor and the Advisor 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) Investment Advisory Fee: For services provided under
sub-paragraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 110% of the Sub-Advisor's costs incurred in
connection with sub-paragraph (a) of paragraph 1 of this Agreement.
The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from
time to time.
(b) Investment Management Fee: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to 50% of the monthly
management fee rate that the Portfolio is obligated to pay the Advisor
under its Management Contract with the Advisor, times the average
daily market value of investments held by the Portfolio as to which
the Sub-Advisor shall have provided investment management services;
provided, however, that in no event shall the Investment Management
Fee exceed 50% of such monthly management fee rate times the
Portfolio's average daily net assets. If in any fiscal year the
aggregate expenses of the Portfolio exceed any applicable expense
limitation imposed by any state or federal securities laws or
regulations, and the Advisor waives all or a portion of its management
fee or reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the management fee rate referred to in the
preceding sentence shall be proportionately reduced for the purpose of
calculating the Investment Management Fee, and shall be equal to the
monthly management fee amount that the Portfolio is obligated to pay
the Advisor under its Management Contract with the Advisor, minus the
amount of such waivers or reimbursements, divided by the Portfolio's
average daily net assets. To the extent that waivers and
reimbursements by the Advisor required by such limitations are in
excess of the Advisor's management fee, the Sub-Advisor shall
reimburse the Advisor in an amount equal to the amount of such excess
reimbursements, times the average daily market value of investments
held by the Portfolio as to which the Sub-Advisor shall have provided
investment management services, divided by the Portfolio's average
daily net assets; provided, however, that in no event shall the
Sub-Advisor reimburse the Advisor for more than 100% of the amount
reimbursed by the Advisor.
(c) Provision of Multiple Services: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) of
paragraph 1 and order execution services under subparagraph (c) of the
same paragraph, the fees of the Sub-Advisor with respect to such
investments shall be calculated solely under subparagraph (a) of this
paragraph 4. If the Sub-Advisor shall have provided both investment
advisory services under subparagraph (a) of paragraph 1 and investment
management services under subparagraph (b) of the same paragraph, the
fees of the Sub-Advisor with respect to such investments (including
any reimbursements to the Advisor) shall be calculated exclusively
under subparagraph (b) of this paragraph 4, and the Sub-Advisor shall
not be entitled to received any Sub-Advisory Fee with respect to such
assets.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor 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-Advisor or the Advisor; (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 therefore; (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 Advisor,
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.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Fund are or may be or become interested in the
Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Fund,
and that the Advisor or the Sub-Advisor may be or become interested in
the Fund as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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-Advisor's ability to meet all of its
obligations with respect to rendering investment advice hereunder.
The Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Advisor or the Fund.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, 1998 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 Advisor,
the Sub-Advisor 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 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to this 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 Advisor, the Sub-Advisor 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.
10. Limitation of Liability: The Sub-Advisor 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-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio. Nor shall the
Sub-Advisor seek satisfaction of any such obligation from the Trustees
or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts.
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 1940 Act 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 MANAGEMENT & RESEARCH COMPANY
By /s/ ▇▇▇▇▇▇ ▇. Pozen_______________
President
FIDELITY MANAGEMENT & RESEARCH COMPANY(U.K.) INC.
By /s/ ▇▇▇▇▇▇ ▇. Pozen_______________
President
FIDELITY ADVISOR SERIES VIII
on behalf of Fidelity Advisor Overseas Fund
By /s/ ▇▇▇▇▇▇ ▇. Pozen_______________
Senior Vice President