Exhibit 77Q1 - Additional Items
Item 15
Brown Brothers Harriman & Co. |
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Global Subcustodian Network |
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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 |
2000 |
Sydney / Australia |
Austria |
Deutsche Bank AG Vienna Branch |
1010 |
Vienna / Austria |
Bahrain |
HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE |
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 |
STANBIC BANK BOTSWANA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
Not Applicable |
Gaborone / Botswana |
Brazil |
Citibank N.A., São Paulo |
01311-920 |
Sao Paulo / Brazil |
Bulgaria |
ING Bank, N.V., Sofia Branch |
1404 |
Sofia / Bulgaria |
Canada |
RBC INVESTOR SERVICES TRUST FOR ROYAL BANK OF CANADA (RBC) |
M5V 3L3 |
Toronto / Canada |
Chile |
Banco de Chile |
7550611 |
Santiago / Chile |
China |
Standard Chartered Bank (China) Limited |
200120 |
Shanghai / China |
Colombia |
Cititrust Colombia, S.A. Sociedad Fiduciaria |
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, ORGANIZAÈNÍ 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 & Shanghai Banking Corporation Limited (HSBC) |
11511 |
Cairo / Egypt |
Estonia |
SWEDBANK AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) |
FI-00020 NORDEA |
Tallinn / Finland |
Finland |
Nordea Bank Finland Plc |
FI-00020 NORDEA |
Helsinki / Finland |
France |
BNP Paribas Securities Services S.A., Paris Branch |
93500 |
Paris / France |
Germany |
Deutsche Bank AG, Frankfurt |
D-65760 |
Frankfurt / Germany |
Ghana |
STANDARD CHARTERED BANK GHANA LIMITED FOR STANDARD CHARTERED BANK & STANDARD CHARTERED BANK GHANA LIMITED |
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 & 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 |
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The Hongkong & 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 |
20123 |
Milan / Italy |
Ivory Coast |
STANDARD CHARTERED BANK COTE D'IVOIRE FOR STANDARD CHARTERED BANK |
1141 |
Abidjan / Ivory Coast |
Japan |
Bank of Tokyo-Mitsubishi UFJ Ltd |
103-0021 |
Tokyo / Japan |
Jordan |
HSBC BANK MIDDLE EAST LIMITED - JORDAN BRANCH FOR THEHONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
11190 |
Western Amman / Jordan |
Kazakhstan |
SB HSBC BANK KAZAKHSTAN JSC FOR THE HONGKONG AND SHANGHAI |
50010 |
Almaty / Kazakhstan |
Kenya |
CFC STANBIC BANK LIMITED FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
00200 |
Nairobi / Kenya |
Kuwait |
HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE |
13017 |
Kuwait City, Kuwait |
Latvia |
SWEDBANK" AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) |
FI-00020 NORDEA |
Helsinki / Finland |
Lebanon |
HSBC BANK MIDDLE EAST LIMITED - LEBANON BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
Not Applicable |
Beirut / Lebanon |
Lituania |
"SWEDBANK" AB FOR NORDEA BANK FINLAND PLC AND 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 |
Hongkong & Shanghai Banking Corporation (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 |
Hongkong & 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 NORGE ASA FOR NORDEA BANK NORGE ASA AND NORDEA BANK AB (PUBL) |
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 |
Palestine |
HSBC BANK MIDDLE EAST LIMITED - PALESTINE BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
Not Applicable |
Ramallah / Palestine |
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 (BHS) 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 |
ING Bank N.V., Bucharest Branch |
11745 |
Bucharest / Romania |
Russia |
ZAO Citibank for Citibank N.A. |
125047 |
Moscow / Russia |
Saudi Arabia |
HSBC SAUDI ARABIA LIMITED FOR THE HONGKONG AND SHANGHAI |
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 |
ING Bank NV, Bratislava Branch |
811 02 |
Bratislava / Slovakia |
Slovenia |
UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG |
1090 |
Vienna / Austria |
South Africa |
Standard Bank of South Africa Limited (SBSA) |
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 |
Hongkong & Shanghai Banking Corporation Limited (HSBC), Sri Lanka Branch |
Not Applicable |
Colombo / Sri Lanka |
Swaziland |
STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF |
Not Applicable |
Mbabane / Swaziland |
Sweden |
Skandinaviska Enskilda Banken AB (publ) |
SE-106 40 |
Stockholm / Sweden |
Switzerland |
UBS 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 |
Hongkong & 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 |
BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT) |
1080 |
Tunis / Tunisia |
Turkey |
Citibank Anonim Sirkiti for Citibank N.A. |
34394 |
Istanbul / Turkey |
Uganda |
STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD |
256 |
Kampala / Uganda |
Ukraine |
PJSC ING BANK UKRAINE FOR ING BANK N.V. AND PJSC ING BANK UKRAINE |
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 |
Not Applicable |
Hanoi, Vietnam |
Zambia |
STANBIC BANK ZAMBIA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
10101 |
Lusaka / Zambia |
Zimbabwe |
STANBIC BANK ZIMBABWE LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
Not Applicable |
Harare / Zimbabwe |
MANAGEMENT CONTRACT
BETWEEN
FIDELITY SELECT PORTFOLIOS:
FIDELITY TELECOM AND UTILITIES FUND
and
FIDELITY SELECTCO, LLC
AGREEMENT made as of this 1st day of August, 2013, by and between Fidelity Select Portfolios, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Telecom and Utilities Fund (hereinafter called the "Portfolio"), and Fidelity SelectCo, LLC, a Delaware limited liability company (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 Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio'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 Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's 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 Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, 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 Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's 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 Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's 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 Fund's Board of Trustees with respect to Fund 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 shall place all orders for the purchase and sale of portfolio securities for the Portfolio's 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 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 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 Portfolio 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 Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the Fund 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 Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.
3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the Russell 3000 Utilities Index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:
(i) 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 and Fidelity Management & Research Company (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. 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 |
(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be .20%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.
(c) Performance Adjustment Rate: Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest 0.01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.15%.
The performance period consists of the current month plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the Portfolio as of the last business day of such period. In computing the investment performance of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.
(e) For the 35 month period commencing on December 1, 1998 (the Commencement Date) (such period hereafter referred to as the Transition Period), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance against the blended investment records of the Index and the Standard & Poor's Utilities Index (the index used to calculate the Portfolio's Performance Adjustment prior to the Commencement Date (the Prior Index)), such calculation being performed as follows:
For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the calculation shall include only the investment record of the Index.
(f) In case of 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 for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio 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 Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio 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 Portfolio 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 or other investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2015 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 Fund or by vote of a majority of the outstanding voting securities of the Portfolio.
(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 of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, 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 Fund 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 Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. 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 Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.
8. 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 as may be granted by the Commission.
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.
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FIDELITY SELECT PORTFOLIOS |
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on behalf of Fidelity Telecom and Utilities Fund |
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By: |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY SELECTCO, LLC |
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By: |
/s/Anthony R. Rochte |
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Anthony R. Rochte |
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President |
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY SELECTCO, LLC
AGREEMENT made this 1st day of August, 2013, 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 SelectCo, LLC, a Delaware limited liability company with principal offices at 1225 17th Street, Denver, Colorado (hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with Fidelity Select Portfolios, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Telecom and Utilities Fund (hereinafter called the "Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, 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 Portfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of l940 and rules thereunder, as amended from time to time (the "l940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund'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 Fund's Board of Trustees with respect to Portfolio 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 Portfolio'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 Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of l934) to the Portfolio and/or the other accounts over which the Sub-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 Portfolio 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 Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
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 equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the Fund 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 Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio 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 Portfolio, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.
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 Fund.
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 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.
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, 2015, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent 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 of, the Commission.
(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 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 Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, 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 Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. 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.
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.
FMR CO., INC.
By /s/William E. Dailey
William E. Dailey
Treasurer
FIDELITY SELECTCO, LLC
By /s/Anthony R. Rochte
Anthony R. Rochte
President
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL REQUIRED BY FORM N-SAR
To the Board of Trustees and Shareholders of Fidelity Select Portfolios:
In planning and performing our audit of the financial statements of Fidelity Select Portfolios: Fidelity Telecom and Utilities Fund as of and for the year ended January 31, 2014, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting.
The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of January 31, 2014.
This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Select Portfolios: Fidelity Telecom and Utilities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 14, 2014