Exhibit 77Q1 Additional Items
Item 15
Foreign Sub-Custodian Network for Brown Brothers Harriman & Co. |
| |||
| Market | Subcustodian | Zip Code | City / Country |
| Argentina | CITIBANK, N.A. BUENOS AIRES BRANCH | C1036AAJ | Buenos Aires / Argentina |
| Australia | HSBC BANK AUSTRALIA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 2150 | Parramatta / Australia |
| Austria | DEUTSCHE BANK AG | 1010 | Vienna / Austria |
| Bahrain | HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 428 | Manama / Bahrain |
| Bangladesh | Standard Chartered Bank, Bangladesh Branch | 1000 | Dhaka / Bangladesh |
| Belgium | BNP Paribas Securities Services | 93500 | Brussels / Belgium |
| Bermuda | HSBC BANK BERMUDA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | HM11 | Hamilton / Bermuda |
| Bosnia | UNICREDIT BANK D.D. FOR UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
| Botswana | STANDARD CHARTERED BANK BOTSWANA LIMITED FOR STANDARD CHARTERED BANK | Not Applicable | Gaborone / Botswana |
| Brazil | Citibank N.A., São Paulo | 01311-920 | Sao Paulo / Brazil |
| Bulgaria | CITIBANK EUROPE PLC, BULGARIA BRANCH FOR CITIBANK, N.A. | 1404 | Sofia / Bulgaria |
| Canada | CIBC MELLON TRUST COMPANY FOR CIBC MELLON TRUST COMPANY, CANADIAN IMPERIAL BANK OF COMMERCE AND | M5J 0B6 | Toronto / Canada |
| Chile | Banco de Chile for Citibank N.A. | 7550611 | Santiago / Chile |
| China | STANDARD CHARTERED BANK (CHINA) LIMITED FOR STANDARD CHARTERED BANK | 200120 | Shanghai / China |
| Colombia | CITITRUST COLOMBIA S.A., SOCIEDAD FIDUCIARIA FOR CITIBANK, N.A. | Not Applicable | Bogota / Colombia |
| Costa Rica | BANCO BCT SA FOR CORPORACION BCT SA | 10103 | San Jose / Costa Rica |
| Croatia | ZAGREBACKA BANKA D.D. FOR UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
| Cyprus | BNP Paribas Securities Services | 115 28 | Athens / Greece |
| Czech Republic | CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOZKA FOR CITIBANK, N.A. | 158 02 | Praha / Czech Republic |
| Denmark | SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), DANMARK BRANCH | DK-1014 | Copenhagen / Denmark |
| Egypt | HSBC Bank Egypt S.A.E. for the Hongkong and Shanghai Banking Corporation Limited (HSBC) | 11511 | Cairo / Egypt |
| Estonia | SWEDBANK AS FOR NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Tallinn / Finland |
| Finland | NORDEA BANK AB (PUBL), FINNISH BRANCH | FI-00020 NORDEA | Helsinki / Finland |
| France | BNP PARIBAS SECURITIES SERVICES | 93500 | Paris / France |
| Germany | DEUTSCHE BANK AG | D-65760 | Frankfurt / Germany |
| Ghana | STANDARD CHARTERED BANK GHANA LIMITED FOR STANDARD CHARTERED BANK | 00233 | Accra / Ghana |
| Greece | HSBC BANK PLC - ATHENS BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 11526 | Athens / Greece |
| Hong Kong | The Hongkong and Shanghai Banking Corporation Limited (HSBC) | Not Applicable | Central / Hong Kong |
| Hungary | UNICREDIT BANK HUNGARY ZRT FOR UNICREDIT BANK HUNGARY ZRT AND UNICREDIT BANK AUSTRIA AG | HU-1054 | Budapest / Hungary |
| Iceland | LANDSBANKINN HF. | 155 | Reykjavik / Iceland |
| India | Citibank, N.A., - Mumbai Branch | 400 051 | Mumbai / India |
|
| The Hongkong and Shanghai Banking Corporation Limited (HSBC) - India Branch | 400 0057 | Mumbai / India |
| Indonesia | Citibank, N.A.- Jakarta Branch | 12190 | Jakarta / Indonesia |
| Ireland | Citibank N.A.- London Branch | E14 5LB | London / UK |
| Israel | Bank Hapoalim BM | 66883 | Tel Aviv / Israel |
| Italy | BNP Paribas Securities Services - Milan Branch | 20124 | Milan / Italy |
| Ivory Coast | STANDARD CHARTERED BANK COTE DIVOIRE FOR STANDARD CHARTERED BANK | 1141 | Abidjan / Ivory Coast |
| Japan | Bank of Tokyo-Mitsubishi UFJ Ltd | 103-0021 | Tokyo / Japan |
| Jordan | Standard Chartered Bank, Jordan Branch | 11190 | Amman / Jordan |
| Kazakhstan | JSC Citibank Kazakhstan | A25T0A1 | Almaty / Kazakhstan |
| Kenya | STANDARD CHARTERED BANK KENYA LIMITED FOR STANDARD CHARTERED BANK | 00100 | Nairobi / Kenya |
| Kuwait | HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LTD. (HSBC) | 13017 | Kuwait City, Kuwait |
| Latvia | SWEDBANK AS FOR NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Helsinki / Finland |
| Lituania | SWEDBANK AB FOR NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Helsinki / Finland |
| Luxembourg | KBL European Private Bankers S.A. | L-2955 | Luxembourg |
| Malaysia | Standard Chartered Bank Malaysia Berhad for Standard Chartered Bank | 50250 | Kuala Lumpur / Malaysia |
| Mauritius | The Hongkong and Shanghai Banking Corporation Limited (HSBC) - Mauritius Branch | Not Applicable | Port Louis / Mauritius |
| Mexico | Banco Nacional de Mexico, S.A. (Banamex) for Citibank N.A. | 1210 | Mexico City / Mexico |
| Morocco | Citibank Maghreb for Citibank N.A. | 20190 | Casablanca / Morocco |
| Namibia | Standard Bank Namibia Ltd for Standard Bank of South Africa Limited | Not Applicable | Windhoek / Namibia |
| Netherlands | BNP Paribas Securities Services | 93500 | Amsterdam / Netherlands |
| New Zealand | The Hongkong and Shanghai Banking Corporation Limited (HSBC) - New Zealand Branch | 1010 | Auckland / New Zealand |
| Nigeria | Stanbic IBTC Bank Plc for Standard Bank of South Africa Limited | 101007 | Lagos / Nigeria |
| Norway | NORDEA BANK AB (PUBL), FILIAL I NORGE | NO-0107 | Oslo / Norway |
| Oman | HSBC BANK OMAN SAOG FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | PC 112 | Ruwi / Oman |
| Pakistan | STANDARD CHARTERED BANK (PAKISTAN) LIMITED FOR STANDARD CHARTERED BANK | 74000 | Karachi / Pakistan |
| Peru | Citibank del Peru S.A. for Citibank N.A. | 27 | Lima / Peru |
| Philippines | Hongkong & Shanghai Banking Corporation (HSBC) - Philippine Branch | 1634 | Manila / Philippines |
| Poland | Bank Handlowy w Warszawie SA (BHW) for Citibank N.A. | 00-923 | Warsaw / Poland |
| Portugal | BNP Paribas Securities Services | 93500 | Paris / France |
| Qatar | HSBC BANK MIDDLE EAST LTD - QATAR BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED | JE4 8UB | Doha / Qatar |
| Romania | CITIBANK EUROPE PLC, DUBLIN - SUCURSALA ROMANIA FOR CITIBANK, N.A. | 11745 | Bucharest / Romania |
| Russia | AO Citibank for Citibank N.A. | 125047 | Moscow / Russia |
| Saudi Arabia | HSBC SAUDI ARABIA FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 11413 | Riyadh / Saudi Arabia |
| Serbia | UNICREDIT BANK SERBIA JSC FOR UNICREDIT BANK AUSTRIA AG | 1090 | Belgrade / Serbia |
| Singapore | Standard Chartered Bank, Singapore Branch | 18981 | Singapore |
| Slovakia | CITIBANK EUROPE PLC, POBOČKA ZAHRANIČNEJ BANKY FOR CITIBANK, N.A. | 811 02 | Bratislava / Slovakia |
| Slovenia | UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
| South Africa | SOCIÉTÉ GÉNÉRALE JOHANNESBURG BRANCH | 2001 | Johannesburg / South Africa |
| South Korea | Citibank Korea Inc. for Citibank N.A. | 100-180 | Seoul / South Korea |
| Spain | Société Générale Sucursal en España S.A. | 28016 | Madrid / Spain |
| Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited (HSBC) - Sri Lanka Branch | Not Applicable | Colombo / Sri Lanka |
| Swaziland | STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED | Not Applicable | Mbabane / Swaziland |
| Sweden | Skandinaviska Enskilda Banken AB (publ) | SE-106 40 | Stockholm / Sweden |
| Switzerland | UBS Switzerland AG | CH-8098 | Zurich / Switzerland |
| Taiwan | Standard Chartered Bank (Taiwan) Ltd. For Standard Chartered Bank | 105 | Taipei / Taiwan |
| Tanzania | STANDARD CHARTERED BANK TANZANIA LIMITED AND STANDARD CHARTERED BANK (MAURITIUS) LIMITED FOR STANDARD CHARTERED BANK | Not Applicable | Port Louis / Mauritius |
| Thailand | The Hongkong and Shanghai Banking Corporation Limited (HSBC) - Thailand Branch | 10500 | Bangkok / Thailand |
| Transnational | Brown Brothers Harriman & Co. (BBH & Co.) | 10005-1101 | Boston, MA / New York, NY |
| Trinidad & Tobago | REPUBLIC BANK LIMITED | Not Applicable | Port of Spain / Trinidad & Tobago |
| Tunisia | Union Internationale de Banques (UIB) | 1002 | Tunis / Tunisia |
| Turkey | Citibank Anonim Sirketi for Citibank N.A. | 34394 | Istanbul / Turkey |
| Uganda | STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD CHARTERED BANK | 256 | Kampala / Uganda |
| Ukraine | PUBLIC JOINT STOCK COMPANY "CITIBANK" (PJSC "CITIBANK") FOR CITIBANK, N.A. | 4070 | Kiev / Ukraine |
| United Arab Emirates | HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 337-1500 | Dubai / UAE |
| United Kingdom | HSBC Bank Plc | E14 5HQ | London / UK |
| Uruguay | BANCO ITAÚ URUGUAY S.A. FOR BANCO ITAÚ URUGUAY S.A. AND ITAÚ UNIBANCO S.A. | 11000 | Montevideo / Uruguay |
| Venezuela | Citibank, N.A. - Caracas Branch | 1050 | Caracas / Venezuela |
| Vietnam | HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | Not Applicable | Hanoi, Vietnam |
| Zambia | STANDARD CHARTERED BANK ZAMBIA PLC FOR STANDARD CHARTERED BANK | 10101 | Lusaka / Zambia |
| Zimbabwe | STANDARD CHARTERED BANK ZIMBABWE LIMITED FOR STANDARD CHARTERED BANK | Not Applicable | Harare / Zimbabwe |
Exhibit 77Q1 Additional Items
Item 15
Foreign Sub-Custodian Network for The Northern Trust Company | ||
Country | Subcustodian Name | Subcustodian Postal Address |
Argentina | Citibank, N.A. | Bartolome Mitre 502/30, (C1036AAJ) Buenos Aires, Argentina. |
Australia | HSBC Bank Australia Limited | HSBC Bank Australia Ltd, Direct Custody and Clearing, Level 5, 10 Smith St, Parramatta, Sydney, New South Wales 2150, Australia |
Austria | UniCredit Bank Austria A.G | Julius Tandler-Platz 3, A-1090, Vienna, Austria. |
Bahrain | HSBC Bank Middle East Limited | 2nd Floor, Building No. 2505, Road No. 2832, Al Seef 428, P O Box 57, Bahrain |
Bangladesh | Standard Chartered Bank | Portlink Tower, 67 Gulshan Avenue, Gulshan, Dhaka-1212, Bangladesh |
Belgium | Deutsche Bank AG | Filiale Amsterdam, Custody & Clearing, Euronext Markets, Investor Services, Global Transaction Banking, De Entree 99 - 197, 1101 HE Amsterdam, Netherlands |
Bermuda | HSBC Bank Bermuda Limited | Bank of Bermuda Building, 6 Front Street, Hamilton, HM11 Bermuda. |
Bosnia and Herzegovina (Federation of Bosnia-Herzegovina) | Raiffeisen Bank International AG | Am Stadtpark 9, 1030 Vienna, Austria. |
Bosnia and Herzegovina (Republic of Srpska) | Raiffeisen Bank International AG | Am Stadtpark 9, 1030 Vienna, Austria. |
Botswana | Standard Chartered Bank Botswana Limited | Standard Chartered House, Queens Road, The Mall, PO Box 496, Gaborone, Botswana |
Brazil | Citibank, N.A. | Citibank N.A. Sao Paulo Av Paulista 1111 12th Floor Sao Paulo SP 01311-920 Brazil |
Bulgaria | Citibank Europe plc | Serdika Offices, 10th floor, 48 Sitnyakovo Boulevard, Sofia 1505, Bulgaria |
CD's - USD | Deutsche Bank AG | Winchester House, 1 Great Winchester Street, London EC2N 2DB |
Canada | The Northern Trust Company, Canada | 145 King Street West, Suite 1910, Toronto, Ontario, M5H 1J8, Canada |
Canada | Royal Bank of Canada | 155 Wellington Street West, 7th Floor, Toronto, ON M5V 3K7, Canada |
Chile | Banco de Chile | Estado 260, 2nd floor, Santiago, Chile 8320204 |
China A Share | HSBC Bank (China) Company Limited | 33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120) |
China (A Shares) through | The Hongkong and Shanghai Banking Corporation Limited | Custody and Clearing HSBC Securities Services 2/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong |
China B Share | HSBC Bank (China) Company Limited | 33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120) |
Clearstream | Clearstream Banking S.A. | 42 Avenue JF Kennedy L-2967 Luxembourg |
Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A No. 99-02 First Floor Santafe de Bogota D.C. Colombia |
Costa Rica | Banco Nacional de Costa Rica | Banco Nacional, Gestión y Custodia de Inversiones, Dirección General de Finanzas, San José, Costa Rica, Ave 1 and 3 street 4th, Banco Nacional building 11th floor. |
Croatia | UniCredit Bank Austria A.G | Julius Tandler-Platz 3, A-1090, Vienna, Austria. |
Cyprus | Citibank Europe plc, Greece Branch | 8 Othonos Street, Athens 10557, Greece |
Czech Republic | UniCredit Bank Czech Republic and Slovakia, a. s | UniCredit Bank Czech Republic, a.s BB Centrum - Filadelfie Zeletakvsa 1525/1 140 92 Praha 4 - Michle |
Denmark | Nordea Bank AB (publ) | Nordea, Postbox 850, DK-0900 Copenhagen C, Denmark |
Egypt | Citibank, N.A. | The Boomerang Building, Plot 46, 1st District, |
Estonia | Swedbank AS | Liivalaia 8, 15040, Tallinn, Estonia |
Euroclear | Euroclear Bank S.A./N.V. | 1 Boulevard du Roi, Albert II, B1210, Brussels, Belgium. |
Finland | Nordea Bank AB (publ) | Aleksis Kiven katu 3-5, VC210, 00020 NORDEA, Finland |
France | Deutsche Bank AG | Filiale Amsterdam, Custody & Clearing, Euronext Markets, Investor Services, Global Transaction Banking, De Entree 99 - 197, 1101 HE Amsterdam, Netherlands |
Germany | Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24, 65760 Eschborn, Germany |
Ghana | Standard Chartered Bank Ghana Limited | Standard Chartered Bank Building, High Street, P.O. Box 768, Accra, Ghana |
Greece | Citibank Europe plc, Greece Branch | 8 Othonos Street, 10557 Athens, Greece |
Hong Kong | The Hongkong and Shanghai Banking Corporation Limited | Custody and Clearing HSBC Securities Services 2/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong |
Hungary | UniCredit Bank Hungary Zrt | Szabadsag ter 5-6, HU-1054, Budapest, Hungary |
Iceland | Landsbankkinn hf | Custody Division, Vidskiptaumsjon 1, Álfabakki 10, IS-155 Reykjavik, Iceland. |
India | Citibank, N.A. | Citibank N.A. Securities Services, FIFC, 11th Floor |
Indonesia | Standard Chartered Bank | Menara Standard Chartered, 5th Floor, Jl. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia |
Ireland | Euroclear UK and Ireland Limited | 50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom |
Israel | Bank Leumi Le-Israel BM | Level 13, 35 Yehuda Halevi St., Tel Aviv, Israel 61000 |
Italy | Deutsche Bank SpA | Deutsche bank SpA, DB1 - 1st Floor, Piazza del Calendario 3, 20126 Milan, ITALY |
Japan | The Hongkong and Shanghai Banking Corporation Limited | Custody and Clearing, 6F HSBC Building, 11-1 Nihonbashi 3-chome, Chuo-Ku, Tokyo, Japan, 103-0027 |
Jordan | Standard Chartered Bank, Jordan Branch | Standard Chartered Bank, Al Thakafa Street, Shmeissani, Amman, Jordan |
Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 2nd Floor, 41, Kazybek Bi street, Almaty, A25T0A1, Kazakhstan |
Kenya | Standard Chartered Bank Kenya Limited | 48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya |
Kuwait | HSBC Bank Middle East Limited | Level 37, Al Hamra Business Tower, Abdulaziz Al Sager Street, Sharq Area, Kuwait City. |
Latvia | Swedbank AS | Balasta dambis la, Riga, LV-1048, Latvia |
Lithuania | AB SEB Bankas | Gedimino ave. 12, LT- 01103 Vilnius, Lithuania |
Luxembourg | Euroclear Bank S.A./N.V. | 1 Boulevard du Roi Albert II B1210 Brussels Belgium |
Malaysia | HSBC Bank Malaysia Berhad | Custody and Clearing, 12th Floor, South Tower, No.2 Leboh Ampang, 50100 Kuala Lumpur, Malaysia |
Mauritius | The Hongkong and Shanghai Banking Corporation Limited | 6th Floor, HSBC Centre, 18 Cybercity, Ebene, Mauritius |
Mexico | Banco Nacional de Mexico , S.A. | WWSS Division Act.Roberto Medellin 800 3er Piso Norte Colonia Santa Fe Mexico D.F. 01210 |
Morocco | Societe Generale Marocaine de Banques | 55 Boulevard Abdelmoumen, 20100, Casablanca, Morocco |
Namibia | Standard Bank Namibia Limited | Standard Bank Centre, 2nd Floor, Town Square Building, Corner Werner List Street & Post Street Mall, Windhoek, Namibia |
Netherlands | Deutsche Bank AG | Filiale Amsterdam, Custody & Clearing, Euronext Markets, Investor Services, Global Transaction Banking, De Entree 99 - 197, 1101 HE Amsterdam, Netherlands |
New Zealand | The Hongkong and Shanghai Banking Corporation Limited | HSBC House, Level 9, 1 Queen Street, Auckland, New Zealand |
Nigeria | Stanbic IBTC Bank Plc | IBTC Place, Walter Carrington Crescent, P O Box 71707, Victoria Island Lagos, Nigeria |
Norway | Nordea Bank AB (publ) | P.O.Box 1166 Sentrum N-0107 Oslo, Norway |
Oman | HSBC Bank Oman SAOG | Al Khuwair, PO Box 1727 PC 111, Seeb, Sultanate of Oman. |
Pakistan | Citibank, N.A. | AWT Plaza I.I Chundrigar Road PO Box 4889 Karachi Pakistan 74200 |
Panama | Citibank, N.A. | Boulevard Punta Pacifica, Torre de las Americas, Apartado 0834-00555, Panama City, Panama |
Peru | Citibank del Peru S.A. | WWSS - 3 er Piso, Av. Canaval y Moreyra#480, San Isidro, Lima 27 - Peru. |
Philippines | The Hongkong and Shanghai Banking Corporation Limited | 7/F HSBC Centre, 3058 Fifth Avenue West, Bonifacio Global City, Taguig City 1634, Philippines |
Poland | Bank Polska Kasa Opieki SA | Ul Zwirki Wigury 31, PL-02-091 Warsaw Poland |
Portugal | BNP Paribas Securities Services | Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France |
Qatar | HSBC Bank Middle East Limited | Security Services Department ( HSS Dept), 2nd Floor, Ali Bin Ali Building, old airport road, Ummghuwalina P.O. Box 57, Grand Hamad Street, Doha, Qatar |
Romania | Citibank Europe plc | 145 Calea Victoriei, Bucharest, 010072, Romania |
Russia | AO Citibank | 8-10 bld.1 Gasheka Street, 125047 Moscow, Russian Federation |
Saudi Arabia | HSBC Saudi Arabia | HSBC Building, 2nd Floor, Olaya Road, Al-Murooj, P O Box 9084, Riyadh 11413, Saudi Arabia. |
Serbia | UniCredit Bank Austria A.G | Julius Tandler-Platz 3, A-1090, Vienna, Austria. |
Singapore | DBS Bank Ltd | 10 Toh Guan Road, Level 04-11 (4B), Jurong Gateway, Singapore 608838 |
Slovakia | Citibank Europe plc | Dvořákovo nábrežie 8, 811 02 Bratislava, Slovakia |
Slovenia | UniCredit Banka Slovenija d.d. | Šmartinska 140 SI-1000, Ljubljana, Slovenia |
South Africa | The Standard Bank of South Africa Limited | Third Floor, West Wing, 30 Baker Street, Rosebank, 2196, Johannesburg, South Africa |
South Korea | The Hongkong and Shanghai Banking Corporation Limited | 5F, Direct Custody and Clearing, HSBC Securities Services, HSBC Building, 37, Chilpae-ro, Jung-gu, Seoul, Korea, 04511 . |
Spain | Deutsche Bank S.A.E | Investor Services, Rosario Pino, 14-16, 1st floor., 28020 MADRID |
Sri Lanka | Standard Chartered Bank | Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka |
Swaziland | Standard Bank Swaziland Limited | 5th Floor, Corporate Place, Swazi Plaza, Mbabane, Swaziland |
Sweden | Svenska Handelsbanken AB (PUBL) | Nordic Custody Services, Blasieholmstorg 12, SE-106 70, Stockholm, Sweden |
Switzerland | Credit Suisse (Switzerland) Ltd | Uetlibergstrasse 231 CH-8070 Zurich |
Taiwan | Bank of Taiwan | 16F, No. 1, Songzhi Road, Taipei, Taiwan |
Tanzania | Standard Chartered Bank (Mauritius) Limited | 6th Floor Raffles Tower, 19 CyperCity, Ebene, Mauritius |
Thailand | Citibank, N.A. | Securities and Fund Services, Citibank, N.A. Bangkok, 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110, Thailand |
Tunisia | Banque Internationale Arabe de Tunisie | 70-72 Avenue Habib Bourguiba, BP 520, 1080 Tunis Cedex, Tunis 1002, Tunisia |
Turkey | Deutsche Bank AS | Esentepe Mahallesi Buyukdere Caddesi No.209 Tekfen Tower, Kat:17, 34394 Sisli, Istanbul, Turkey |
United Arab Emirates | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates. |
United Arab Emirates | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates. |
United Arab Emirates | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates. |
Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road, P.O. Box, 7111, Kampala, Uganda |
Ukraine | PJSC Citibank | 16-g, Dilova Str. 03150 Kiev, Ukraine |
United Kingdom | Euroclear UK and Ireland Limited | 50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom |
United States | The Northern Trust Company | 50 South La Salle Street, Chicago, IL 60603, USA. |
Uruguay | Banco Itau Uruguay S.A. | Zabala 1463, 11000 Montevideo, Uruguay. |
Venezuela | Citibank, N.A. | WWSS, Avda. Casanova, Centro Comercial El Recro, Torre Norte, Piso 18, Caracas, Venezuela. |
Vietnam | HSBC Bank (Vietnam) Ltd | Centre Point, 106 Nguyen Van Troi Street, Phu Nhuan District, Ho Chi Minh City, Vietnam. |
West Africa | Standard Chartered Bank (Mauritius) Limited | 6th Floor Raffles Tower, 19 CyperCity, Ebene, Mauritius |
Zambia | Standard Chartered Bank Zambia plc | 2nd Floor, Standard Chartered House, Cairo Road, PO Box 32238, Lusaka 10101, Zambia |
Zimbabwe | Standard Chartered Bank (Mauritius) Limited | 6th Floor Raffles Tower, 19 CyberCity, Ebene, Mauritius |
MANAGEMENT CONTRACT
between
FIDELITY CONTRAFUND
FIDELITY CONTRAFUND K6
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 18th day of January, 2017, by and between Fidelity Contrafund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the Trust), on behalf of Fidelity Contrafund K6 (hereinafter called the Fund), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the Adviser) as set forth in its entirety below.
1.
(a)
Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trusts Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Funds Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the 1940 Act), and such other limitations as the Fund may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are interested persons of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trusts Board of Trustees.
(b)
Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trusts existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trusts Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trusts Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
(c)
The Adviser undertakes to pay, either through itself or through an affiliated company, all expenses involved in the operation of the Fund, except the following, which shall be paid by the Fund: (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not interested persons of the Trust or of the Adviser; (iii) brokerage fees and commissions; (iv) interest expenses with respect to borrowings by the Fund; (v) Rule 12b-1 fees, if any; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Funds shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trusts Trustees and officers with respect thereto. It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.
(d)
The Adviser, either itself or through an affiliated company, shall place all orders for the purchase and sale of portfolio securities for the Funds account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.
The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Fund.
2.
It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.
3.
For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee, payable monthly by each class of the Fund as soon as practicable after the last day of each month, at the annual rate for each class set forth in Schedule A of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust) throughout the month.
In case of initiation or termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.
4.
The services of the Adviser to the Fund are not to be deemed exclusive, the 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 Contract, interfere, in a material manner, with the Advisers ability to meet all of its obligations with respect to rendering services to the Fund hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to 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 or other investment instrument.
5.
(a)
Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract shall continue in force until July 31, 2018 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund.
(b)
This Contract may be modified by mutual consent 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 or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 5, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either party hereto may, at any time on sixty (60) days prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund. This Contract shall terminate automatically in the event of its assignment.
(e)
In the event that the Fund shall issue any additional classes of shares, Schedule A of this Contract may be modified by mutual consent of the parties to set forth the management fee to be paid by the Adviser with respect to those additional classes of shares.
6.
The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trusts Declaration of Trust or other organizational documents and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other Funds of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.
7.
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.
The terms 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, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties 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 CONTRAFUND | |
| on behalf of Fidelity Contrafund K6 | |
| | |
| By | /s/Stacie M. Smith |
| | Stacie M. Smith President and Treasurer |
| | |
| FIDELITY MANAGEMENT & RESEARCH | |
| | COMPANY |
| | |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| | By | /s/William E. Dailey |
| | William E. DaileyTreasurer |
| |
Schedule A
Pursuant to paragraph 3 of this Contract, each class will pay a management fee at the annual rate set forth below of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust throughout the month.
Class
Rate
Fidelity Contrafund K6
0.45%
MANAGEMENT CONTRACT
between
FIDELITY CONTRAFUND:
FIDELITY FLEX OPPORTUNISTIC INSIGHTS FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 18th day of January, 2017, by and between Fidelity Contrafund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the Trust), on behalf of Fidelity Flex Opportunistic Insights Fund (hereinafter called the Fund), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the Adviser) as set forth in its entirety below.
1.
(a)
Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trusts Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Funds Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the 1940 Act), and such other limitations as the Fund may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are interested persons of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trusts Board of Trustees.
(b)
Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trusts existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trusts Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trusts Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
(c)
The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, except the following, which shall be paid by the Fund: (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not interested persons of the Trust or of the Adviser; (iii) brokerage fees and commissions; (iv) interest expenses with respect to borrowings by the Fund; (v) Rule 12b-1 fees, if any; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Funds shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trusts Trustees and officers with respect thereto. It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.
(d)
The Adviser shall place all orders for the purchase and sale of portfolio securities for the Funds account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.
The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Fund.
2.
It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.
3.
The Fund shall not pay the Adviser a fee for the services rendered hereunder. It is understood that the Fund is available through a fee-based program offered by an affiliated company and that the Adviser shall be compensated for its services out of such fees.
4.
The services of the Adviser to the Fund are not to be deemed exclusive, the 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 Contract, interfere, in a material manner, with the Advisers ability to meet all of its obligations with respect to rendering services to the Fund hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to 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 or other investment instrument.
5.
(a)
Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract shall continue in force until July 31, 2018 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 of the Trust or by vote of a majority of the outstanding voting securities of the Fund.
(b)
This Contract may be modified by mutual consent 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 or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 5, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either party hereto may, at any time on sixty (60) days prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund. This Contract shall terminate automatically in the event of its assignment.
6.
The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trusts Declaration of Trust or other organizational documents and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other Funds of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.
7.
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.
The terms 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, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties 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 CONTRAFUND | |
| on behalf of Fidelity Flex Opportunistic Insights Fund | |
|
|
|
| By | /s/Stacie M. Smith |
|
| Stacie M. Smith President and Treasurer |
|
|
|
| FIDELITY MANAGEMENT & RESEARCH | |
|
| COMPANY |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| | By | /s/William E. Dailey |
|
| William E. Dailey |
|
| |
|
|
|
|
|
|
|
|
|
SUB-ADVISORY AGREEMENT
between
FMR CO., INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 18th day of January, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the Sub-Adviser) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the Adviser).
WHEREAS the Adviser has entered into a Management Contract with Fidelity Contrafund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the Trust), on behalf of Fidelity Flex Opportunistic Insights Fund (hereinafter called the Fund), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1.
(a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Funds assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Funds Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the 1940 Act), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trusts Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trusts Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Trusts Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Funds account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.
2.
As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Funds assets managed by the Sub-Adviser during such month.
(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trusts Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:
Average Group | Annualized |
0 - $3 billion | .5200% |
3 - 6 | .4900 |
6 - 9 | .4600 |
9 - 12 | .4300 |
12 - 15 | .4000 |
15 - 18 | .3850 |
18 - 21 | .3700 |
21 - 24 | .3600 |
24 - 30 | .3500 |
30 - 36 | .3450 |
36 - 42 | .3400 |
42 - 48 | .3350 |
48 - 66 | .3250 |
66 - 84 | .3200 |
84 - 102 | .3150 |
102 - 138 | .3100 |
138 - 174 | .3050 |
174 - 210 | .3000 |
210 - 246 | .2950 |
246 - 282 | .2900 |
282 - 318 | .2850 |
318 - 354 | .2800 |
354 - 390 | .2750 |
390 - 426 | .2700 |
426 - 462 | .2650 |
462 - 498 | .2600 |
498 - 534 | .2550 |
534 - 587 | .2500 |
587 - 646 | .2463 |
646 - 711 | .2426 |
711 - 782 | .2389 |
782 - 860 | .2352 |
860 - 946 | .2315 |
946 - 1,041 | .2278 |
1,041 - 1,145 | .2241 |
1,145 - 1,260 | .2204 |
1,260 - 1,386 | .2167 |
1,386 - 1,525 | .2130 |
1,525 - 1,677 | .2093 |
1,677 - 1,845 | .2056 |
over 1,845 | .2019 |
(b)
Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Funds assets managed by the Sub-Adviser. One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trusts Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.
(c) In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month. It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.
4.
It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with 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-Advisers ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.
6.
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 Advisor, the Trust 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.
7.
(a)
Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trusts 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 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 interpretive releases or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, 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 Trust 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 upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.
8.
The Sub-Adviser 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 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.
9.
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.
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 of 1940 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
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.
| FMR CO., INC. | |
|
| |
| BY: | /s/Jean Raymond__________________________ |
|
| Jean Raymond |
|
| Treasurer |
|
| |
| FIDELITY MANAGEMENT & RESEARCH COMPANY | |
|
| |
| BY: | /s/Jean Raymond__________________________ |
|
| Jean Raymond |
|
| Treasurer |
|
|
|
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 18th day of January, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).
WHEREAS the Adviser has entered into a Management Contract with Fidelity Contrafund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Contrafund K6 (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1.
(a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund
and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.
2.
As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.
(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:
Average GroupAssets | Annualized Rate |
0 - $3 billion | .5200% |
3 - 6 | .4900 |
6 - 9 | .4600 |
9 - 12 | .4300 |
12 - 15 | .4000 |
15 - 18 | .3850 |
18 - 21 | .3700 |
21 - 24 | .3600 |
24 - 30 | .3500 |
30 - 36 | .3450 |
36 - 42 | .3400 |
42 - 48 | .3350 |
48 - 66 | .3250 |
66 - 84 | .3200 |
84 - 102 | .3150 |
102 - 138 | .3100 |
138 - 174 | .3050 |
174 - 210 | .3000 |
210 - 246 | .2950 |
246 - 282 | .2900 |
282 - 318 | .2850 |
318 - 354 | .2800 |
354 - 390 | .2750 |
390 - 426 | .2700 |
426 - 462 | .2650 |
462 - 498 | .2600 |
498 - 534 | .2550 |
534 - 587 | .2500 |
587 - 646 | .2463 |
646 - 711 | .2426 |
711 - 782 | .2389 |
782 - 860 | .2352 |
860 - 946 | .2315 |
946 - 1,041 | .2278 |
1,041 - 1,145 | .2241 |
1,145 - 1,260 | .2204 |
1,260 - 1,386 | .2167 |
1,386 - 1,525 | .2130 |
1,525 - 1,677 | .2093 |
1,677 - 1,845 | .2056 |
over 1,845 | .2019 |
(b)
Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser. One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.
(c) In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month. It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.
4.
It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with 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. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.
6.
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 Advisor, the Trust 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.
7.
(a)
Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.
(b)
This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, 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 Trust 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 upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.
8.
The Sub-Adviser 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 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.
9.
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.
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 of 1940 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
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.
FMR CO., INC. | ||
BY: | /s/Jean Raymond | |
Jean Raymond | ||
Treasurer | ||
FIDELITY MANAGEMENT & RESEARCH COMPANY | ||
BY: | /s/Jean Raymond | |
Jean Raymond | ||
Treasurer | ||