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 |
|
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 |
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for BNY Mellon |
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Legacy Mellon |
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Country |
Subcustodian Name Legacy Mellon |
City |
Postal Code |
Argentina |
Citibank, N.A. |
Buenos Aires |
C1036AAJ |
Australia |
National Australia Bank Ltd |
Melbourne |
3000 |
Austria |
Bank Austria, Creditanstalt |
Vienna |
1010 |
Bahrain |
HSBC Bank Middle East, Limited |
Manama |
428 |
Bangladesh |
The Hongkong and Shanghai Banking Corporation |
Dhaka |
1208 |
Belgium |
Citibank International Plc |
Amsterdam |
1118 |
Benin |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
1355 |
Bermuda |
HSBC Bank Bermuda Limited |
Hamilton |
HM11 |
Botswana |
Stanbic Bank Botswana Limited |
Gaborone |
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Brazil |
Citibank N.A. |
Sao Paulo |
S.P. 01311 |
Bulgaria |
ING Bank N.V. |
Sofia |
1404 |
Canada |
CIBC Mellon Trust Co |
Toronto |
ON M5L 1G9 |
Cayman Islands |
The Bank of New York Mellon |
New York |
10286 |
Channel Islands |
The Bank of New York Mellon |
London |
|
Chile |
Banco Itau |
Santiago |
755-0611 |
China-Shanghai |
HSBC Bank (China) Company Limited |
Shanghai |
200120 |
China- Shenzhen |
HSBC Bank (China) Company Limited |
Shenzhen |
200120 |
Colombia |
Cititrust Colombia S.A. |
Bogota |
|
Costa Rica |
Banco Nacional de Costa Rica |
San Jose |
|
Croatia |
Privredna Banka Zagreb D.D. |
Zagreb |
10000 |
Cyprus |
BNP Paribas Securities Services, Athens |
Athens |
115 28 |
Czech Republic |
ING Bank N.V. |
Prague |
150 00 |
Denmark |
Skandinaviska Enskilda Banken AB, Copenhagen Branch |
Copenhagen |
1577 |
Ecuador |
Banco de la Produccion S.A. |
Quito |
|
Egypt |
HSBC Bank Egypt SAE |
Cairo |
|
Estonia |
Skandinaviska Enskilda Banken AB |
Tallinn |
15010 |
Euromarkets |
Clearstream Banking Luxembourg |
Brussels |
B-1210 |
Euromarkets |
Euroclear Bank |
Brussels |
B-1210 |
Finland |
Skandinaviska Enskilda Banken AB, Helsinki |
Helsinki |
FI-00100 |
France |
BNP Paribas Securities Services |
Paris |
75008 |
Germany |
The Bank of New York Mellon SA/NV |
Frankfurt am Main |
60487 |
Ghana |
Stanbic Bank Ghana Ltd |
Accra |
|
Greece |
BNP Paribas Securities Services, Athens |
Athens |
115 28 |
Guinea Bissau |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
01 BP 1355 |
Hong Kong SAR |
HSBC |
Kowloon |
|
Hungary |
ING Bank N.V. |
Budapest |
1068 |
Iceland |
Islandsbanki hf |
Reykjavik |
155 |
India |
Deutsche Bank (DB) Mumbai |
Mumbai |
400 063 |
Indonesia |
Deutsche Bank AG, Jakarta |
Jakarta |
12930 |
Ireland |
The Bank of New York Mellon |
London |
M1 1RN |
Israel |
Bank Hapoalim B.M. |
Tel Aviv |
65546 |
Italy |
Intesa Sanpaolo S.p.A. |
Milan |
20120 |
Ivory Coast |
Société Générale de Banques en Côte d'Ivoire |
Abidjan |
01 BP 1355 |
Japan |
Mizuho Corporate Bank / The Bank of Tokyo - Mitsubishi UFJ Ltd. |
Tokyo |
103-0021 |
Jordan |
HSBC Bank Middle East Limited - Jordan Branch |
Amman |
|
Kazakhstan |
The Hongkong and Shanghai Banking Corporation Limited Bank Kazakhstan |
Almaty |
50010 |
Kenya |
CFC Stanbic Bank Limited |
Nairobi |
00-100 |
Kuwait |
HSBC Bank Middle East Limited - Kuwait Branch |
Safat |
13017 |
Latvia |
Skandinaviska Enskilda Banken AB |
Riga |
1076 |
Lebanon |
HSBC Bank Middle East Limited |
Beirut |
|
Lithuania |
Skandinaviska Enskilda Banken AB |
Vilnius |
1076 |
Luxembourg |
Euroclear |
Brussels |
B-1210 |
Malaysia |
HSBC Bank Malaysia Berhad |
Kuala Lumpur |
50100 |
Mali |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
01 BP 1355 |
Malta |
The Bank of New York Mellon SA/NV |
Frankfurt am Main |
60327 |
Mauritius |
HSBC |
Ebene |
|
Mexico |
Banco Nacional de México S.A. (Banamex S.A.) |
Mexico City |
11700 |
Morocco |
Citibank Maghreb |
Casablanca |
20190 |
Namibia |
Standard Bank Namibia Limited |
Windhoek |
|
Netherlands |
The Bank of New York Mellon SA/NV |
Brussels |
1000 |
New Zealand |
National Australia Bank Ltd |
Auckland |
|
Niger |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
01 BP 1355 |
Nigeria |
Stanbic IBTC Plc Nigeria |
Victoria Island, Lagos |
|
Norway |
Skandinaviska Enskilda Banken AB, Oslo Branch |
Oslo |
250 |
Oman |
HSBC |
Ruwi |
111 |
Pakistan |
Deutsche Bank AG |
Karachi |
75330 |
Palestinian Autonomous Area |
HSBC Bank Middle East, Limited |
Ramallah |
West Bank |
Peru |
Citibank del Perú |
Lima |
27 |
Philippines |
Deutsche Bank AG |
Makati City |
1226 |
Poland |
ING Bank Slaski S.A., Katowice |
Katowice |
40-086 |
Portugal |
Citibank International Plc, Sucursal em Portugal |
Lisbon |
1269-056 |
Qatar |
HSBC |
Doha |
|
Romania |
ING Bank N.V. |
Bucharest |
11745 |
Russia |
ZAO Citibank Moscow |
Moscow |
125047 |
Saudi Arabia |
HSBC |
Riyadh |
11413 |
Senegal |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
01 BP 1355 |
Serbia |
Bank Austria, Creditanstalt |
Belgrade |
11000 |
Singapore |
DBS Bank Ltd |
Singapore |
69544 |
Slovak Republic |
ING Bank N.V. |
Bratislava |
811 02 |
Slovenia |
UniCredit Bank |
Ljubljana |
1000 |
South Africa |
Standard Bank of South Africa Limited |
Johannesburg |
2001 |
South Korea |
HSBC |
Seoul |
1-KA |
Spain |
Banco Central Hispanoamericano (BCH) |
Madrid |
28660 |
Sri Lanka |
HSBC |
Colombo |
0-1 |
Swaziland |
Standard Bank Swaziland Limited |
Mbabane |
H101 |
Sweden |
Skandinaviska Enskilda Banken AB |
Stockholm |
106 40 |
Switzerland |
UBS AG |
Zurich |
8098 |
Taiwan |
HSBC Bank (Taiwan) Limited |
Taipei |
115 |
Thailand |
The Hongkong and Shanghai Banking Corporation Limited, Bangkok |
Bangkok |
10500 |
Tunisia |
Banque Internationale Arabe de Tunisie |
Tunis |
520 |
Turkey |
Deutsche Bank A.S. |
Istanbul |
34394 |
Ukraine |
ING Bank Ukraine |
Kiev |
4070 |
United Arab Emirates |
HSBC |
Dubai |
Gate District |
United Kingdom |
The Bank of New York Mellon |
London |
M1 1RN |
United States |
The Bank of New York Mellon |
New York |
10286 |
Uruguay |
Banco Itaú Uruguay S.A. |
Montevideo |
11000 |
Venezuela |
Citibank, N.A., Caracas |
Caracas |
1050DC |
Vietnam |
HSBC |
Ho Chi Minh City |
District 1 |
Zambia |
Stanbic Bank Zambia Plc |
Lusaka |
10101 |
Zimbabwe |
Stanbic Bank of Zimbabwe Ltd |
Harare |
|
MANAGEMENT CONTRACT
between
FIDELITY SELECT PORTFOLIOS:
FIDELITY INTERNATIONAL REAL ESTATE 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 International Real Estate 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 and of all personnel of the Fund 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 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 Group Fee and an Individual Fund Fee.
(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 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 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.45%.
The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management 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.
(c) 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, and the fee computed upon the average net assets for the business days it is so in effect for that month.
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) its proportionate share of insurance premiums; (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 International Real Estate 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 |
MANAGEMENT CONTRACT
BETWEEN
FIDELITY SELECT PORTFOLIOS:
FIDELITY REAL ESTATE INVESTMENT PORTFOLIO
and
FIDELITY SELECTCO, LLC
AGREEMENT made 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 Real Estate Investment Portfolio (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 Group Fee and an Individual Fund Fee.
(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 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 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be .30%.
The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management 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.
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, and the fee computed upon the average net assets for the business days it is so in effect for that month.
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.
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 Real Estate Investment Portfolio |
|
|
|
|
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By: |
/s/Kenneth B. Robins |
|
|
Kenneth B. Robins |
|
|
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 |
Exhibit EX-99.77K
On January 14, 2014, the Board of Trustees of Fidelity Select Portfolios (1940 Act SEC File No. 811-03114 and 1933 Act File No. 2-69972) determined not to retain PricewaterhouseCoopers LLP as the independent accountants for Fidelity Real Estate Investment Portfolio and Fidelity International Real Estate Fund (collectively the "funds") for the 2014 fiscal period. This action was approved by the funds' audit committee on January 13, 2014. PricewaterhouseCoopers LLP's reports on the funds' financial statements for the two most recent fiscal years ended July 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the funds' two most recent fiscal years ended July 31, 2013 and 2012, and through January 14, 2014, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make reference to the subject matter of the disagreement in its report on the financial statements for such years. During the funds' two most recent fiscal years ended July 31, 2013 and 2012, and through January 14, 2014, there have been no reportable events (as defined in Regulation S-K item 304(a)(1)(v)) with PricewaterhouseCoopers LLP. A copy of a letter from PricewaterhouseCoopers concerning their agreement with these statements is attached as exhibit EX-99.77K to this item 77K.
On January 13, 2014, the funds' Audit Committee approved Deloitte & Touche LLP as the funds' independent accountants for the 2014 fiscal period and the Board of Trustees approved the appointment on January 14, 2014.
September 29, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by the Fidelity Funds Listed in Appendix A (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Sub-Item 77K of Form N-SAR of Fidelity Select Portfolios for the period ending January 31, 2014. We agree with the statements concerning our Firm contained therein.
Very truly yours,
PricewaterhouseCoopers LLP
Appendix A
Fund Registrant
Fidelity Real Estate Investment Portfolio Fidelity Select Portfolios
Fidelity International Real Estate Fund Fidelity Select Portfolios