As filed with the Securities and Exchange Commission
on December 3, 2021
Registration No. 333-257786
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ______
[X] Post-Effective Amendment No. _2_
Fidelity Select Portfolios
(Exact Name of Registrant as Specified in Charter)
Registrant’s Telephone Number: 617-563-7000
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)
Cynthia Lo Bessette, Secretary and Chief Legal Officer 245 Summer Street Boston, Massachusetts 02210 (Name and Address of Agent for Service) EXPLANATORY NOTE |
This Post-Effective Amendment is being filed solely to file as an exhibit the final opinion of Dechert LLP supporting the tax consequences of the reorganization (Exhibit 12 to Item 16) of this Registration Statement on Form N-14. The Proxy Statement/Prospectus is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on August 23, 2021 (SEC accession number 0001193125-21-253903). The Statement of Additional Information is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on August 23, 2021 (SEC accession number 0001193125-21-253903). |
PART C. OTHER INFORMATION
Item 15. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, disabling conduct), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company LLC (FIIOC) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOCs performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to by FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOCs acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOCs acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOCs acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable
Item 16. Exhibits
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the Reorganization described in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 3rd day of December 2021.
Fidelity Select Portfolios | ||
By | /s/ Stacie M. Smith | |
Stacie M. Smith, President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Signature) |
(Title) |
(Date) | ||||
/s/ Stacie M. Smith |
President and Treasurer | December 3, 2021 | ||||
Stacie M. Smith | (Principal Executive Officer) | |||||
/s/ John J. Burke III |
Chief Financial Officer | December 3, 2021 | ||||
John J. Burke III | (Principal Financial Officer) | |||||
/s/ Thomas P. Bostick |
* | Trustee | December 3, 2021 | |||
Thomas P. Bostick | ||||||
/s/ Dennis J. Dirks |
* | Trustee | December 3, 2021 | |||
Dennis J. Dirks | ||||||
/s/ Donald F. Donahue |
* | Trustee | December 3, 2021 | |||
Donald F. Donahue | ||||||
/s/ Bettina Doulton |
* | Trustee | December 3, 2021 | |||
Bettina Doulton | ||||||
/s/ Vicki L. Fuller |
* | Trustee | December 3, 2021 | |||
Vicki L. Fuller | ||||||
/s/ Patricia L. Kampling |
* | Trustee | December 3, 2021 | |||
Patricia L. Kampling | ||||||
/s/ Thomas Kennedy |
* | Trustee | December 3, 2021 | |||
Thomas Kennedy | ||||||
/s/ Robert A. Lawrence |
* | Trustee | December 3, 2021 | |||
Robert A. Lawrence | ||||||
/s/ Oscar Munoz |
* | Trustee | December 3, 2021 | |||
Oscar Munoz | ||||||
/s/ Garnett A. Smith |
* | Trustee | December 3, 2021 | |||
Garnett A. Smith | ||||||
/s/ David M. Thomas |
* | Trustee | December 3, 2021 | |||
David M. Thomas |
/s/ Susan Tomasky |
* | Trustee | December 3, 2021 | |||
Susan Tomasky | ||||||
/s/ Michael E. Wiley |
* | Trustee | December 3, 2021 | |||
Michael E. Wiley |
* | By: | /s/ Megan C. Johnson | ||
Megan C. Johnson, pursuant to a power of attorney dated June 1, 2021 and filed herewith. |
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
November 12, 2021
Board of Trustees Air Transportation Portfolio a series of Fidelity Select Portfolios Boston, Massachusetts 02210 |
Board of Trustees Transportation Portfolio a series of Fidelity Select Portfolios 245 Summer Street Boston, Massachusetts 02210 |
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Air Transportation Portfolio (Acquired Fund), a separate series of Fidelity Select Portfolios, a Massachusetts business trust (theTrust), and Transportation Portfolio (Acquiring Fund), also a separate series of the Trust, and to the holders of shares of beneficial interest in Acquired Fund (the Acquired Fund Shareholders), in connection with the transfer of all of the assets, as defined in paragraph 3(b) of the Agreement and Plan of Reorganization (the Plan) dated as of August 23, 2021, executed by the Trust on behalf of Acquiring Fund and Acquired Fund, of Acquired Fund (the Assets) to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the Acquiring Fund Shares) and the assumption of Acquired Funds stated liabilities as defined in paragraph 3(c) of the Plan (the Stated Liabilities) by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the Reorganization), all pursuant to the Plan.
For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as
amended (the Code), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:
1.
The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code;
2.
Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
3.
Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization.
4.
Acquiring Fund will recognize no gain or loss upon receiving the properties of Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund.
5.
The adjusted basis to Acquiring Fund of the properties of Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of Acquired Fund immediately before the exchange.
6.
Acquiring Funds holding periods with respect to the properties of Acquired Fund that Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).
7.
The Acquired Fund Shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.
8.
The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.
9.
An Acquired Fund Shareholders holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
Very truly yours,
/s/Dechert LLP
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
November 12, 2021
Board of Trustees Communications Equipment Portfolio a series of Fidelity Select Portfolios Boston, Massachusetts 02210 |
Board of Trustees Computers Portfolio a series of Fidelity Select Portfolios 245 Summer Street Boston, Massachusetts 02210 |
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Communications Equipment Portfolio (Acquired Fund), a separate series of Fidelity Select Portfolios, a Massachusetts business trust (the Trust), and Computers Portfolio (Acquiring Fund), also a separate series of the Trust, and to the holders of shares of beneficial interest in Acquired Fund (the Acquired Fund Shareholders), in connection with the transfer of all of the assets, as defined in paragraph 3(b) of the Agreement and Plan of Reorganization (the Plan) dated as of August 23, 2021, executed by the Trust on behalf of Acquiring Fund and Acquired Fund, of Acquired Fund (the Assets) to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the Acquiring Fund Shares) and the assumption of Acquired Funds stated liabilities as defined in paragraph 3(c) of the Plan (the Stated Liabilities) by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the Reorganization), all pursuant to the Plan.
For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended (the Code), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:
1.
The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code;
2.
Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
3.
Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization.
4.
Acquiring Fund will recognize no gain or loss upon receiving the properties of Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund.
5.
The adjusted basis to Acquiring Fund of the properties of Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of Acquired Fund immediately before the exchange.
6.
Acquiring Funds holding periods with respect to the properties of Acquired Fund that Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).
7.
The Acquired Fund Shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.
8.
The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.
9.
An Acquired Fund Shareholders holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
Very truly yours,
/s/Dechert LLP
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
November 19, 2021
Board of Trustees Energy Service Portfolio
a series of Fidelity Select Portfolios
245 Summer Street
Boston, Massachusetts 02210
Board of Trustees Energy Portfolio
a series of Fidelity Select Portfolios
245 Summer Street
Boston, Massachusetts 02210
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Energy Service Portfolio (Acquired Fund), a separate series of Fidelity Select Portfolios, a Massachusetts business trust (the Trust), and Energy Portfolio (Acquiring Fund), also a separate series of the Trust, and to the holders of shares of beneficial interest in Acquired Fund (the Acquired Fund Shareholders), in connection with the transfer of all of the assets, as defined in paragraph 3(b) of the Agreement and Plan of Reorganization (the Plan) dated as of August 23, 2021, executed by the Trust on behalf of Acquiring Fund and Acquired Fund, of Acquired Fund (the Assets) to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the Acquiring Fund Shares) and the assumption of Acquired Funds stated liabilities as defined in paragraph 3(c) of the Plan (the Stated Liabilities) by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the Reorganization), all pursuant to the Plan.
For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended (the Code), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:
1.
The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code;
2.
Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
3.
Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization.
4.
Acquiring Fund will recognize no gain or loss upon receiving the properties of Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund.
5.
The adjusted basis to Acquiring Fund of the properties of Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of Acquired Fund immediately before the exchange.
6.
Acquiring Funds holding periods with respect to the properties of Acquired Fund that Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).
7.
The Acquired Fund Shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.
8.
The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.
9.
An Acquired Fund Shareholders holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
Very truly yours,
/s/Dechert LLP
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
November 19, 2021
Board of Trustees Natural Gas Portfolio
a series of Fidelity Select Portfolios
245 Summer Street
Boston, Massachusetts 02210
Board of Trustees Energy Portfolio
a series of Fidelity Select Portfolios
245 Summer Street
Boston, Massachusetts 02210
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Natural Gas Portfolio (Acquired Fund), a separate series of Fidelity Select Portfolios, a Massachusetts business trust (the Trust), and Energy Portfolio (Acquiring Fund), also a separate series of the Trust, and to the holders of shares of beneficial interest in Acquired Fund (the Acquired Fund Shareholders), in connection with the transfer of all of the assets, as defined in paragraph 3(b) of the Agreement and Plan of Reorganization (the Plan) dated as of August 23, 2021, executed by the Trust on behalf of Acquiring Fund and Acquired Fund, of Acquired Fund (the Assets) to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the Acquiring Fund Shares) and the assumption of Acquired Funds stated liabilities as defined in paragraph 3(c) of the Plan (the Stated Liabilities) by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the Reorganization), all pursuant to the Plan.
For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended (the Code), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:
1.
The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code;
2.
Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
3.
Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization.
4.
Acquiring Fund will recognize no gain or loss upon receiving the properties of Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund.
5.
The adjusted basis to Acquiring Fund of the properties of Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of Acquired Fund immediately before the exchange.
6.
Acquiring Funds holding periods with respect to the properties of Acquired Fund that Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).
7.
The Acquired Fund Shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.
8.
The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.
9.
An Acquired Fund Shareholders holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
Very truly yours,
/s/Dechert LLP
POWER OF ATTORNEY
We, the undersigned Trustees of the Fidelity Select Portfolios (the Trust) hereby constitute and appoint Thomas C. Bogle, John V. OHanlon, Megan C. Johnson and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, the Registration Statement of the Trust on Form N-14 under the Securities Act of 1933 and the Investment Company Act of 1940 relating to the proposed reorganizations involving the series of the Trust set forth on the Appendix, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statement, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 1, 2021.
WITNESS our hands on this first day of June 2021.
/s/ Thomas P. Bostick |
/s/ Robert A. Lawrence |
|||||
Thomas P. Bostick | Robert A. Lawrence | |||||
/s/ Dennis J. Dirks |
/s/ Oscar Munoz |
|||||
Dennis J. Dirks | Oscar Munoz | |||||
/s/ Donald F. Donahue |
/s/ Garnett A. Smith |
|||||
Donald F. Donahue | Garnett A. Smith | |||||
/s/ Bettina Doulton |
/s/ David M. Thomas |
|||||
Bettina Doulton | David M. Thomas | |||||
/s/ Vicki L. Fuller |
/s/ Susan Tomasky |
|||||
Vicki L. Fuller | Susan Tomasky | |||||
/s/ Patricia L. Kampling |
/s/ Michael E. Wiley |
|||||
Patricia L. Kampling | Michael E. Wiley | |||||
/s/ Thomas Kennedy |
||||||
Thomas Kennedy |
Appendix
Acquiring Fund |
Acquired Fund | |
Computers Portfolio | Communications Equipment Portfolio | |
Energy Portfolio | Energy Service Portfolio | |
Energy Portfolio | Natural Gas Portfolio | |
Transportation Portfolio | Air Transportation Portfolio |
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