Exhibit 5 (w)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this ___ day of ________, 1998, by and between Fidelity
International Investment Advisors (U.K.) Limited, ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (hereinafter called the "U.K. Sub-Advisor") and Fidelity International
Investment Advisors, a Bermuda company with principal offices at Pembroke Hall,
Pembroke, Bermuda (hereinafter
called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Advisor"), has entered into a Management Contract with
Fidelity Advisor Series VIII, 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 Diversified International Fund
(hereinafter called the "Portfolio"), pursuant to which the Advisor is to act as
investment advisor to the Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the
Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor,
directly or through certain of its subsidiaries or other affiliated persons,
shall provide investment advice or investment management and order execution
services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has 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 outside of North America, principally in the U.K.
and Europe.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as
follows:
1. DUTIES: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with respect to all
or a portion of the investments of the Portfolio, in connection with the
Sub-Advisor's duties under the Sub-Advisory Agreement. The services and the
portion of the investments of the Portfolio advised or managed by the U.K.
Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the
U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the salaries and fees of all
personnel of the U.K. 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 Sub-Advisor,
the U.K. Sub-Advisor shall provide investment advice to the Sub-Advisor
with respect to all or a portion of the investments of the Portfolio, and
in connection with such advice shall furnish the Sub-Advisor such 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
Sub-Advisor, the U.K. Sub-Advisor shall 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 Trust or Advisor may impose with
respect to the Portfolio by notice to the U.K. Sub-Advisor. With respect to
the portion of the investments of the Portfolio under its management, the
U.K. 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 the purchase and sale of such
securities through such broker-dealers as the U.K. Sub-Advisor may select.
The U.K. Sub-Advisor may also be authorized, but only 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 services such as managing foreign currency investments, purchasing and
selling or writing futures and options contracts, borrowing money or
lending securities on behalf of the Portfolio. All investment management
and any other activities of the U.K. Sub-Advisor shall at all times be
subject to the control and direction of the Sub-Advisor, the Advisor and
the Trust's Board of Trustees.
2. INFORMATION TO BE PROVIDED TO THE TRUST AND THE ADVISOR: The U.K.
Sub-Advisor shall furnish such reports, evaluations, information or analyses to
the Trust, the Advisor, and the Sub-Advisor as the Trust's Board of Trustees,
the Advisor or the Sub-Advisor may reasonably request from time to time, or as
the U.K. Sub-Advisor may deem to be desirable.
3. BROKERAGE: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the U.K. Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the Portfolio's
account with brokers or dealers selected by the U.K. Sub-Advisor, which may
include brokers or dealers affiliated with the Advisor, Sub-Advisor or U.K.
Sub-Advisor. The U.K. 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 to the other accounts over which the U.K.
Sub-Advisor, the Sub-Advisor or Advisor exercise investment discretion. The U.K.
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 U.K. 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 U.K.
Sub-Advisor and the Sub-Advisor have with respect to accounts over which they
exercise investment discretion. The Trustees of the Trust 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 Sub-Advisor shall compensate the U.K.
Sub-Advisor on the following basis for the services to be furnished
hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly U.K. Sub-Advisory Fee. The U.K. Sub-Advisory Fee
shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (a) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or 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 Sub-Advisor agrees to pay the U.K.
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to 110% of the U.K. Sub-Advisor's costs incurred in
connection rendering the services referred to in subparagraph (b) of
paragraph 1 of this Agreement. The U.K. Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor
or Advisor, if any, in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the U.K. Sub-Advisor with respect to such investments
shall be calculated exclusively under subparagraph (b) of this paragraph 4.
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5. EXPENSES: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the U.K. Sub-Advisor
hereunder, by the Sub-Advisor under the Sub-Advisory Agreement or by the Advisor
under the Management Contract with the Portfolio.
6. INTERESTED PERSONS: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor, the
Sub-Advisor or the U.K. Sub-Advisor as directors, officers or otherwise and that
directors, officers and stockholders of the Advisor, the Sub-Advisor or the U.K.
Sub-Advisor are or may be or become similarly interested in the Trust, and that
the Advisor, the Sub-Advisor or the U.K. Sub-Advisor may be or become interested
in the Trust as a shareholder or otherwise.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS: The Services of the U.K.
Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the U.K.
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
U.K. Sub-Advisor's ability to meet all of its obligations hereunder. The U.K.
Sub-Advisor shall for all purposes be an independent contractor and not an agent
or employee of the Advisor, the Sub-Advisor or the Trust.
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 U.K. Sub-Advisor, the U.K. Sub-Advisor shall not be subject to
liability to the Sub-Advisor, the Advisor, the Trust 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 subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1999 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust'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
U.K. Sub-Advisor, the Sub-Advisor and the Portfolio subject to the
provisions of Section 15 of the 1940 Act, as modified by or interpreted by
any applicable order or orders of the Securities and Exchange Commission
(the "Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (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
Trust 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, the U.K. 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 with respect to the
Portfolio 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 U.K. Sub-Advisor is hereby expressly put
on notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and agrees
that any obligations of the Trust or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its assets,
and the U.K. Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio. Nor shall the U.K.
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, without giving
effect to the choice of laws provisions thereof.
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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 INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
BY:____________________________________________
Title
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
BY: ___________________________________________
Title
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