Exhibit 5(h)
FORM OF
SUBADVISORY AGREEMENT
between
BANKERS TRUST COMPANY
and
SPARTAN INTERNATIONAL INDEX FUND
This Agreement is entered into as of the ___ day of _____, 1997, among
Fidelity Concord Street Trust, a Massachusetts business trust (the
"Trust"), on behalf of Spartan International Index Fund, a series portfolio
of the Trust (the "Portfolio"), Fidelity Management & Research Company, a
Massachusetts corporation ("Manager"), and Bankers Trust Company, a New
York banking corporation ("Subadviser").
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a
Management Contract, dated July __, 1997, with Manager (the "Management
Contract"), pursuant to which Manager has agreed to provide certain
management and administrative services to the Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to
provide the investment advisory and administrative services to the
Portfolio specified herein, and Subadviser is willing to serve the
Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the "Trustees"), including a majority
of the Trustees who are not "interested persons" (as such term is defined
below) of any party to this Agreement, and the sole shareholder of the
Portfolio, have each consented to such an arrangement;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser. Subject to and in accordance with the
provisions hereof, Manager hereby appoints Subadviser as investment
subadviser to perform the various investment advisory and other services to
the Portfolio set forth herein and, subject to the restrictions set forth
herein, hereby delegates to Subadviser the authority vested in Manager
pursuant to the Management Contract to the extent necessary to enable
Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority. (a) The Subadviser is hereby
authorized, on a discretionary basis, to manage the investments and
determine the composition of the assets of the Portfolio, subject at all
times to (i) the supervision and control of the Trustees, (ii) the
requirements of the Investment Company Act of 1940, as amended (the
"Investment Company Act") and the rules thereunder, (iii) the investment
objective, policies and limitations, as provided in the Portfolio's
Prospectus and other governing documents, and (iv) such instructions,
policies and limitations relating to the Portfolio as the Trustees or
Manager may from time to time adopt and communicate in writing to
subadviser. Notwithstanding anything herein to the contrary, Subadviser is
not authorized to take any action, including the purchase and sale of
portfolio securities, in contravention of any restriction, limitation,
objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall
remain in effect, Subadviser shall retain discretionary investment
authority over the manner in which the Portfolio's assets are invested, and
Manager shall not have the right to overrule any investment decision with
respect to a particular security made by Subadviser, provided that the
Trustees and Manager shall at all times have the right to monitor the
Portfolio's investment activities and performance, require Subadviser to
make reports and give explanations as to the manner in which the
Portfolio's assets are being invested, and, should either Manager or the
Trustees become dissatisfied with Subadviser's performance in any way,
terminate this Agreement in accordance with the provisions of Section 9.2
hereof.
1.3 Appointment as Proxy Voting Agent. Subject to and in accordance with
the provisions hereof, the Trustees hereby appoint Subadviser as the
Portfolio's proxy voting agent, and hereby delegate to Subadviser
discretionary authority to vote all proxies solicited by or with respect to
issuers of securities in which the assets of the Portfolio may be invested
from time to time. Upon written notice to Subadviser, the Trustees may at
any time withdraw the authority granted to Subadviser pursuant to this
Section 1.3 to perform any or all of the proxy voting services contemplated
hereby.
1.4 Governing Documents. Manager will provide Subadviser with copies of
(i) the Trust's Declaration of Trust and By-laws, as currently in effect,
(ii) the Portfolio's currently effective prospectus and statement of
additional information, as set forth in the Trust's registration statement
under the Investment Company Act and the Securities Act of 1933, as
amended, (iii) any instructions, investment policies or other restrictions
adopted by the Trustees or Manager supplemental thereto, and (iv) the
Management Contract. Manager will provide Subadviser with such further
documentation and information concerning the investment objectives,
policies and restrictions applicable to the Portfolio as Subadviser may
from time to time reasonably request.
1.5 Subadviser's Relationship. Notwithstanding anything herein to the
contrary, Subadviser shall be an independent contractor and will have no
authority to act for or represent the Trust, the Portfolio or Manager in
any way or otherwise be deemed an agent of any of them, except to the
extent expressly authorized by this Agreement or in writing by the Trust or
Manager.
1.6 Compensation. Subadviser shall be compensated for the services it
performs on behalf of the Portfolio in accordance with the terms set forth
in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services. (a) In fulfilling its obligations to
manage the assets of the Portfolio, Subadviser will:
(i) formulate and implement a continuous investment program for the
Portfolio, including, without limitation, implementation of a securities
lending program in accordance with the provisions of Article III hereof;
(ii) take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities and other investments,
including the selection of brokers or dealers, the placing of orders for
such purchases and sales in accordance with the provisions of paragraph (b)
below and assuring that such purchases and sales are properly settled and
cleared;
(iii) provide such reports with respect to the implementation of the
Portfolio's investment program as the Trustees or Manager shall reasonably
request; and
(iv) provide advice and assistance to Manager as to the determination of
the fair
value of certain securities where market quotations are not readily
available for purposes of calculating net asset value of the Portfolio in
accordance with valuation procedures and methods established by the
Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers and dealers
selected by Subadviser. Such brokers and dealers may include brokers or
dealers that are "affiliated persons" (as such term is defined in the
Investment Company Act) of the Trust, the Portfolio, Manager or Subadviser,
provided that Subadviser shall only place orders on behalf of the Portfolio
with such affiliated persons in accordance with procedures adopted by the
Trustees pursuant to Rule 17e-1 under the Investment Company Act. The
Subadviser 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 1934) to the Portfolio and/or other accounts
over which Subadviser or its affiliates exercise investment discretion.
The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to
accounts over which they exercise investment discretion. The Trustees
shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods were
reasonable in relation to the benefits to the Portfolio.
2.2. Administrative and Other Services. (a) Subadviser will, at its
expense, furnish (i) all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties
faithfully, and (ii) administrative facilities, including bookkeeping,
clerical personnel and equipment necessary for the efficient conduct of the
investment affairs of the Portfolio (excluding determination of net asset
values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect
to the Portfolio as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act and the rules
thereunder. Subadviser agrees that such records are the property of the
Trust, and will be surrendered to the Trust promptly upon request. The
Manager shall be granted reasonable access to the records and documents in
Subadviser's possession relating to the Portfolios.
(c) Subadviser will vote the Portfolio's investment securities in the
manner in which Subadviser believes to be in the best interests of the
Portfolio, and shall review its proxy voting activities on a periodic basis
with the Trustees.
(d) Subadviser will provide custodian services to the Portfolio in
accordance with the provisions of a separate Custodian Agreement, dated as
of the date hereof, between the Trust, on behalf of the Portfolio, and
Subadviser.
III. SECURITIES LENDING
3.1. Appointment as Agent. For as long as this Agreement shall remain in
effect, Subadviser is hereby authorized as the Portfolio's agent to lend on
a disclosed basis the Portfolio's securities. Subadviser is further
authorized as the Portfolio's agent to sign agreements with borrowers,
ownership or other certificates as may be required by the Internal Revenue
Service or any other tax authorities, and to take any other actions
necessary to effect such loans.
3.2. Indemnification. (a) In the event that any securities lending
transaction is terminated and the loaned securities or any portion thereof
shall not have been returned to the Portfolio by or on behalf of the
borrower within the time specified by Subadviser's agreement with the
borrower (the "Delivery Date"), Subadviser shall, at its expense, within
one (1) business day after the Delivery Date replace the loaned securities
(or any portion thereof not so returned) with a like amount of the loaned
securities of the same issuer, class and denomination, and hold the
Portfolio, the Trustees and Manager harmless from any brokerage commission,
fees, taxes or other expenses incurred by Subadviser in the purchase of
such replacement securities. If Subadviser is unable to purchase such
replacement securities on the open market within [one business day] after
the Delivery Date (the "Reimbursement Date"), Subadviser shall credit the
Portfolio's account by the close of business on the Reimbursement Date with
an amount of cash in U.S. dollars equal to (i) if the Portfolio shall
continue to hold such unreturned loaned securities, the Market Value (as
defined below) of such unreturned loaned securities determined at the close
of business as of the Reimbursement Date, plus all financial benefits
derived from the beneficial ownership of the unreturned loaned securities
which have accrued on such securities whether or not received from
borrower, or (ii) if the Portfolio shall have sold such securities prior to
the Reimbursement Date, the sale proceeds received by the Portfolio in
respect of such sale, plus any interest, penalties, fees or other costs, if
any, incurred by the Portfolio as a result of a failure to settle such sale
on a timely basis. [The "Market Value" of any securities on any given day
shall be the fair market value of such security on such day, as determined
in accordance with the Portfolio's valuation procedures and methods, as
adopted by the Trustees.]
(b) In the event that Subadviser shall be required to make any payment to
the Portfolio or shall incur any loss or expense pursuant to paragraph (a)
above, it shall, to the extent of such payment or loss or expense, be
subrogated to, and succeed to, all of the Portfolio's rights against the
borrower and to the collateral involved. To the extent the collateral
consists of cash or securities issued or guaranteed by the United States
Government or its agencies, the Portfolio shall contemporaneously with any
such payment to the Portfolio by Subadviser surrender same to Subadviser
for its sole disposition.
3.3 Securities Lending Procedures. Subadviser's securities lending
activities on behalf of the Portfolio shall be governed by such procedures
as shall be adopted by the Trustees or Manager, as the same may be amended
from time to time.
IV. COMPLIANCE; CONFIDENTIALITY
4.1 Compliance. (a) Subadviser will comply with (i) all applicable
state and federal laws and regulations governing the performance of the
Subadviser's duties hereunder, (ii) the investment objective, policies and
limitations, as provided in the Portfolio's Prospectus and other governing
documents, and (iii) such instructions, policies and limitations relating
to the Portfolio as the Trustees or Manager may from time to time adopt and
communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will
provide the Trust with a copy of such code of ethics, evidence of its
adoption and copies of any supplemental policies and procedures implemented
to ensure compliance therewith. Within [forty-five (45)] days of the end
of the last calendar quarter of each year while this Agreement is in
effect, the president or a vice president or managing director of
Subadviser shall certify to the Trust that Subadviser has complied with the
requirements of Rule 17j-1 during the previous year and that there has been
no violation of Subadviser's code of ethics or, if such violation has
occurred, that appropriate action was taken in response to such violation.
Upon the written request of the Manager, Subadviser shall permit the Trust,
or Manager, its employees or its agents to examine the reports required to
be made to Subadviser by Rule 17j-1 (c) (1).
4.2 Confidentiality. The parties to this Agreement agree that each shall
treat as confidential all information provided by a party to the others
regarding such party's business and operations, including without
limitation the investment activities or holdings of the Portfolio. All
confidential information provided by a party hereto shall be used by any
other parties hereto solely for the purposes of rendering services pursuant
to this Agreement and, except as may be required in carrying out the terms
of this Agreement, shall not be disclosed to any third party without the
prior consent of such providing party. The foregoing shall not be
applicable to any information that is publicly available when provided or
which thereafter becomes publicly available other than in contravention of
this Section 4.2 or which is required to be disclosed by any regulatory
authority in the lawful and appropriate exercise of its jurisdiction over a
party, any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
V. LIABILITY OF SUBADVISER
5.1 Liability; Standard of Care. Subject to the provisions of Section
3.2 hereof, neither Subadviser, nor any of its directors, officers or
employees, shall be liable to Manager or the Trust for any loss resulting
from Subadviser's acts or omissions as Subadviser to the Portfolio, except
to the extent any such losses result from bad faith, willful misfeasance,
reckless disregard or gross negligence on the part of the Subadviser or any
of its directors, officers or employees in the performance of the
Subadviser's duties and obligations under this Agreement.
5.2 Indemnification. (a) Subadviser agrees to indemnify and hold the
Trust harmless from any direct or indirect liabilities, losses or damages
(including reasonable attorneys fees) suffered by the Trust resulting from
bad faith, willful misfeasance, reckless disregard or gross negligence on
the part of the Subadviser or any of its directors, officers or employees
in the performance of the Subadviser's duties and obligations under this
Agreement.
(b) Subadviser hereby agrees to indemnify and hold Manager harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorneys fees) suffered by Manager resulting from (i)
Subadviser's breach of its duties hereunder or (ii) any instance in which
Subadviser fails to comply with the objectives, policies, restrictions or
instructions referred to in Section 1.2 hereof and Manager is for any
reason required by the Trustees to compensate the Portfolio for a resulting
loss, except to the extent such loss results from Manager's own willful
misfeasance, bad faith, reckless disregard or negligence in the performance
of Manager's duties and obligations under the Management Contract.
(c) Manager hereby agrees to indemnify and hold Subadviser harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorney's fees) suffered by Subadviser resulting from bad
faith, willful misfeasance, reckless disregard or gross negligence on the
part of Manager or any of its directors, officers or employees in the
performance of Manager's duties and obligations under this Agreement,
except to the extent such loss results from Subadviser's own willful
misfeasance, bad faith, reckless disregard or negligence in the performance
of Subadviser's duties and obligations under this Agreement.
VI. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
6.1 Supplemental Arrangements. Subject to the prior written consent of
the Trustees and Manager, Subadviser may enter into arrangements with other
persons affiliated with Subadviser to better fulfill its obligations under
this Agreement for the provision of certain personnel and facilities to
Subadviser, provided that such arrangements do not rise to the level of an
advisory contract subject to the requirements of Section 15 of the
Investment Company Act.
6.2 Expenses. It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by Subadviser
hereunder or by Manager under the Management Agreement. Subadviser
expressly agrees to pay the cost of all custody services required by the
Portfolio. Expenses paid by the Portfolios will include, but not be
limited to, (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 Trustees other than
those who are "interested persons" of the Trust, Manager or Subadviser;
(iv) legal and audit expenses; (v) registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution
under state and federal securities laws; (viii) 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 therefor; (ix)
insurance premiums for fidelity bond and other coverage; (x) investment
management fees; (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; 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 any legal
obligation that the Portfolio may have to indemnify the Trustees, officers
and/or employees or agents with respect thereto. Subadviser shall not
cause the Trust or the Portfolios to incur any expenses, other than those
reasonably necessary for Subadviser to fulfill its obligations under this
Agreement, unless Subadviser has first notified Manager of its intention to
do so.
6.3 Insurance. Subadviser shall maintain for the duration hereof, with
an insurer acceptable to Manager, a blanket bond and professional liability
(errors and omissions) insurance in amounts reasonably acceptable to
Manager. Subadviser agrees that such insurance shall be considered primary
and Subadviser shall assure that such policies pay claims prior to similar
policies that may be maintained by Manager. In the event Subadviser fails
to have in force such insurance, that failure will not exclude Subadviser
responsibility to pay up to the limit Subadviser would have had to pay had
said insurance been in force.
VII. CONFLICTS OF INTEREST
7.1 Conflicts of Interest. It is understood that the Trustees, officers,
agents and shareholders of the Trust are or may be interested in Subadviser
as directors, officers, stockholders or otherwise; that directors,
officers, agents and stockholders of Subadviser are or may be interested in
the Trust as trustees, officers, shareholders or otherwise; that Subadviser
may be interested in the Trust; and that the existence of any such dual
interest shall not affect the validity of this Agreement or of any
transactions hereunder except as otherwise provided in the Trust's
Declaration of Trust and the Articles of Incorporation of Subadviser,
respectively, or by specific provisions of applicable law.
VIII. REGULATION
8.1 Regulation. Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided
pursuant to this Agreement any information, reports or other material which
any such body by reason of this Agreement may reasonably request or require
pursuant to applicable laws and regulations.
IX. DURATION AND TERMINATION OF AGREEMENT
9.1 Effective Date; Duration; Continuance. (a) This Agreement shall
become effective on _________, 1997.
(b) Subject to prior termination pursuant to Section 9.2 below, this
Agreement shall continue in force until ________, 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 or by a
vote of a majority of the outstanding voting securities of the Portfolio,
provided that in either event such continuance shall also be approved by
the vote of a majority of the Trustees who are not "interested persons" (as
such term is defined in the Investment Company Act) of any party to this
Agreement cast in person at a meeting called for the purpose of voting on
such approval.
(c) The required shareholder approval of this Agreement or any
continuance of this Agreement shall be effective with respect to the
Portfolio if a majority of the outstanding voting securities of the series
(as defined in Rule 18f-2(h) under the Investment Company Act) of shares of
the Portfolio votes to approve this Agreement or its continuance.
9.2 Termination and Assignment. This Agreement may be terminated at any
time, upon sixty days' written notice, without the payment of any penalty,
(i) by the Trustees, (ii) by the vote of a majority of the outstanding
voting securities of the Portfolio; (iii) by Manager, or (iv) by
Subadviser.
(b) This Agreement will terminate automatically, without the payment of
any penalty, (i) in the event of its assignment (as defined in the
Investment Company Act) or (ii) in the event the Management Contract is
terminated for any reason.
9.3 Definitions. 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 as now in effect or as hereafter
amended.
X. REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1 Representations of the Portfolio. The Trust, on behalf of the
Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the
[Commonwealth of Massachusetts];
(ii) the Trust is duly registered as an investment company under the
Investment Company Act and the Portfolio is a duly constituted series
portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are
within the Trust's powers, have been and remain duly authorized by all
necessary action (including without limitation all necessary approvals and
other actions required under the Investment Company Act) and will not
violate or constitute a default under any applicable law or regulation or
of any decree, order, judgment, agreement or instrument binding on the
Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against the Trust and the Portfolio in accordance with its
terms.
10.2 Representations of the Manager. The Manager represents, warrants
and agrees that:
(i) Manager is a corporation established pursuant to the laws of the
Commonwealth of Massachusetts;
(ii) Manager is duly registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act");
(iii) Manager has been duly appointed by the Trustees and Shareholders of
the Portfolio to provide investment services to the Portfolio as
contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within
Manager's powers, have been and remain duly authorized by all necessary
corporate action and will not violate or constitute a default under any
applicable law or regulation or of any decree, order, judgment, agreement
or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents)
of any applicable governmental authority or body is necessary, except for
such consents as have been obtained and are in full force and effect, and
all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation
enforceable against Manager.
10.3 Representations of Subadviser. Subadviser represents, warrants and
agrees that:
(i) Subadviser is a [New York banking corporation] established pursuant
to the laws of the State of New York;
(ii) Subadviser is duly registered as an "investment adviser" under the
Advisers Act; or is a "bank" as defined in Section 202 (a) (2) of the
Advisers Act or an "insurance company" as defined in Section 202 (a) (2) of
the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within
Subadviser's powers, have been and remain duly authorized by all necessary
corporate action and will not violate or constitute a default under any
applicable law or regulation or of any decree, order, judgment, agreement
or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents)
of any applicable governmental authority or body is necessary, except for
such consents as have been obtained and are in full force and effect, and
all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against Subadviser.
10.4 Covenants of the Subadviser. (a) Subadviser will promptly notify
the Trust and Manager in writing of the occurrence of any event which could
have a material impact on the performance of its obligations pursuant to
this Agreement, including without limitation:
(i) the occurrence of any event which would disqualify Subadviser from
serving as an investment adviser of a registered investment company
pursuant to Section 9 (a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser's overall business activities
that may have a material adverse affect on the Subadviser's ability to
perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager of the Portfolio; and
(v) the existence of any pending or threatened audit, investigation,
complaint, examination or other inquiry (other than routine banking
examinations) relating to the Portfolio conducted by any state or federal
governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of
any material changes to any of the documents provided by Subadviser
pursuant to Section 4.1.
XI. MISCELLANEOUS PROVISIONS
11.1 Use of Subadviser's Name. Neither the Trust nor Manager will use
the name of Subadviser, or any affiliate of Subadviser, in any prospectus,
advertisement sales literature or other communication to the public without
prior review and approval by Subadviser, which approval will not be
unreasonably withheld or delayed.
11.2 Use of Trust or Manager's Name. Subadviser will not use the name of
Manager, the Trust or the Portfolio in any prospectus, advertisement, sales
literature or other communication to the public without prior review and
approval by Manager, which approval will not be unreasonably withheld or
delayed.
11.3 Amendments. This Agreement may only be amended with the prior
written consent of each of the parties hereto and if such amendment is
specifically approved (i) by the vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by the vote of a majority of
the Trustees who are not interested persons (as such term is defined in the
Investment Company Act) of any person to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval shall be effective with respect to the Portfolio if a
majority of the outstanding voting securities of the Portfolio vote to
approve the amendment.
11.4 Entire Agreement. This Agreement contains the entire understanding
and agreement of the parties with respect to the subject hereof.
11.5 Captions. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
of the Agreement.
11.6 Notices. All notices required to be given pursuant to this
Agreement shall be delivered or mailed to the last known business address
of the Trust, Manager or Subadviser, as the case may be, in person or by
registered mail or a private mail or delivery service providing the sender
with notice of receipt. Notice shall be deemed given on the date delivered
or mailed in accordance with this Section 11.6.
11.7 Severability. Should any portion of this Agreement, for any reason,
be held to be void at law or in equity, the Agreement shall be construed,
insofar as is possible, as if such portion had never been contained herein.
11.8 Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the Commonwealth of
Massachusetts (without giving effect to the choice of law provisions
thereof), or any of the applicable provisions of the Investment Company
Act. To the extent that the laws of the Commonwealth of Massachusetts, or
any of the provisions in this Agreement, conflict with applicable
provisions of the Investment Company Act, the latter shall control.
11.9 Limitation of Liability. The Declaration of Trust establishing the
Trust, dated __________, a copy of which, together with all amendments, is
on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name "Fidelity Concord Street Trust"
refers to the Trustees under the declaration collectively as Trustees, but
not as individuals or personally, and no Trustee, shareholder, officer,
employee or agent of the Trust shall be held to any personal liability, nor
shall resort be had to their private property, for the satisfaction of any
obligation or claim, in connection with the affairs of the Trust or any
Portfolio thereof, but only the assets belonging to the Trust, or to the
particular portfolio with which the obligee or claimant dealt, shall be
liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
Fidelity Concord Street Trust, on behalf of Spartan International Index
Fund
By:___________________________
Name:
Title:
Fidelity Management & Research Company
By:___________________________
Name:
Title:
Bankers Trust Company
By:___________________________
Name:
Title:
APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity
Concord Street Trust (the "Trust"), on behalf of Spartan International
Index Fund (the "Portfolio"), Fidelity Management and Research Company
("Manager") and Bankers Trust Company ("Subadviser"), Subadviser shall be
compensated for the services it performs on behalf of the Portfolio as
follows:
1. Fees Payable by Manager. Manager will pay Subadviser a monthly fee
computed at an annual rate (the "Subadviser Percentage Fee") of 0.0X% (X
basis points) of the average daily net assets of the Portfolio (computed in
the manner set forth in the Trust's Declaration of Trust) throughout the
month.
Subadviser's fee shall be computed monthly, and within five business days
of the end of each calendar month Manager shall transmit to Subadviser the
fee for the previous month. Payment shall be made in federal funds wired
to a bank account designated by Subadviser. If this Agreement becomes
effective or terminates before the end of any month, the fee (if any) for
the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to
the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager for the payment of
Subadviser's fees arising under this paragraph 1.
2. Fees Payable by Trust. The Trust, on behalf of the Portfolio, shall
pay the sub-adviser a securities lending fee equal to 40% of the net return
to the fund from loans of portfolio securities, payable monthly and
calculated in the fashion described below.
The net return to the fund from loans of portfolio securities shall be,
with respect to each loan, (1) the amount earned by the fund from holding
the security and lending it to another party, less (2) the return the fund
would have earned if it had not lent the security.
For loans against cash collateral, the amount in clause (1) shall include
(a) the return to the fund (including income, gains, or losses) from
investment of the cash collateral, less (b) any rebate fee or similar fee
payable to the borrowing party. For loans against identified collateral,
the amount in clause (1) shall include any securities lending fees earned
by the fund with respect to each loan. The amounts in clauses (1) and (2)
shall in each case be net of any withholding taxes.
If the subadviser earns additional fees with respect to investment of
collateral for securities loans (such as management or other fees from an
investment company in which collateral may be invested), the amount of such
other fees shall be added to the amount earned by the fund under clause
(1), but shall also be subtracted from the securities lending fees due to
the sub-advisor for that period.
[Securities lending fees shall be accrued daily and paid monthly on the
first business day of each month.]
If the net return to the fund from loans of portfolio securities is a
negative amount, the securities lending fee for that period shall be zero,
and the 40% of the negative amount will be carried forward and applied
against future securities lending fees.