Exhibit 5(e)
SUB-ADVISORY AGREEMENT
between
Fidelity Management & Research (Far East) Inc.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 1st day of December, 1990, by and between Fidelity
Management & Research (Far East) Inc., a Massachusetts corporation with
principal offices at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
(hereinafter called the "Sub-Adviser") and Fidelity Management & Research
Company, a Massachusetts corporation with principal offices at ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter called the
"Adviser").
WHEREAS the Adviser has entered into a Management Contract with Equity
Portfolio: Growth, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), pursuant to which the Adviser is to act as investment adviser to
the Fund, and
WHEREAS the Sub-Adviser has personnel in Asia and the Pacific Basin and was
formed for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries and
issuers located outside of North America, principally in Asia and the
Pacific Basin.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. The Sub-Adviser shall act as an investment consultant to the Adviser
and shall furnish the Adviser factual information, research reports and
investment recommendations relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside the U.S., all
as the Adviser may reasonably require. Such information shall include
written and oral reports and analyses.
2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to
pay the Sub-Adviser a monthly fee equal to 105% of the Sub-Adviser's costs
incurred in connection with the Agreement, said costs to be determined in
relation to the assets of the Fund that benefit from the services of the
Sub-Adviser.
3. It is understood that Trustees, officers and shareholders of the Fund
are or may be or become interested in the Adviser and the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser and the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser
may be or become interested in the Fund as a shareholder or otherwise.
4. The Sub-Adviser shall for all purposes be an independent contractor and
not an agent or employee of the Adviser or the Fund. The Sub-Adviser shall
have no authority to act for, represent, bind or obligate the Adviser or
the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Fund.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-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 Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations with respect to rendering investment advice hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the
Adviser, 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.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until July 31,
1991 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 Fund.
(b) This Agreement may be modified by mutual consent of the Adviser,
the Sub-Adviser and the Fund, 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 the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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.
7. The Sub-Adviser 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 arising in connection with this
Agreement shall be limited in all cases to the Fund and its assets, and the
Sub-Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Fund. Nor shall the Sub-Adviser
seek satisfaction of any such obligation from the Trustees or any
individual Trustee.
Th 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 of 1940 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 all as of the date written above.
Fidelity Management & Research (Far East) Inc.
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. Dornbushj
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/J. ▇▇▇▇ ▇▇▇▇▇▇▇▇
J. ▇▇▇▇ ▇▇▇▇▇▇▇▇
President