REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL REQUIRED BY FORM N-SAR
To the Board of Trustees and Shareholders of Fidelity Hastings Street Trust:
In planning and performing our audit of the financial statements of Fidelity Hastings Street Trust: Fidelity Series Emerging Markets Debt Fund as of and for the year ended December 31, 2013, 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 December 31, 2013.
This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Hastings Street Trust: Fidelity Series Emerging Markets Debt 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
February 18, 2014
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST
FIDELITY SERIES EMERGING MARKETS DEBT FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED AND RESTATED as of this 1st day of August 2013, by and between Fidelity Summer Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Series Emerging Markets Debt Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.
Required authorization and approval by Trustees having been obtained, the Trust, on behalf of the Fund, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Trust and Adviser, take effect on August 1, 2013.
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 (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. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:
Average Group |
Annualized |
0 - $3 billion |
.3700% |
3 - 6 |
.3400 |
6 - 9 |
.3100 |
9 - 12 |
.2800 |
12 - 15 |
.2500 |
15 - 18 |
.2200 |
18 - 21 |
.2000 |
21 - 24 |
.1900 |
24 - 30 |
.1800 |
30 - 36 |
.1750 |
36 - 42 |
.1700 |
42 - 48 |
.1650 |
48 - 66 |
.1600 |
66 - 84 |
.1550 |
84 - 120 |
.1500 |
120 - 156 |
.1450 |
156 - 192 |
.1400 |
192 - 228 |
.1350 |
228 - 264 |
.1300 |
264 - 300 |
.1275 |
300 - 336 |
.1250 |
336 - 372 |
.1225 |
372 - 408 |
.1200 |
408 - 444 |
.1175 |
444 - 480 |
.1150 |
480 - 516 |
.1125 |
516 - 587 |
.1100 |
587 - 646 |
.1080 |
646 - 711 |
.1060 |
711 - 782 |
.1040 |
782 - 860 |
.1020 |
860 - 946 |
.1000 |
946 - 1,041 |
.0980 |
1,041 - 1,145 |
.0960 |
1,145 - 1,260 |
.0940 |
1,260 - 1,386 |
.0920 |
1,386 - 1,525 |
.0900 |
1,525 - 1,677 |
.0880 |
1,677 - 1,845 |
.0860 |
over 1,845 |
.0840 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.55%.
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, 2014 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 or no-action letters of, the Commission or its staff.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 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 or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
|
FIDELITY HASTINGS STREET TRUST |
|
|
on behalf of Fidelity Series Emerging Markets Debt Fund |
|
|
|
|
|
By |
/s/Kenneth B. Robins |
|
|
Kenneth B. Robins |
|
|
President and Treasurer |
|
|
|
|
FIDELITY MANAGEMENT & RESEARCH COMPANY |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
|
|
William E. Dailey |
|
|
Treasurer |
Exhibit 77Q1 - Additional Items
Item 15
Brown Brothers Harriman & Co.
Global Subcustodian Network
Market
Subcustodian
Zip Code
City / Country
Australia
HSBC Bank Australia Limited
2000
Sydney / Australia
Austria
Deutsche Bank AG Vienna Branch
1010
Vienna / Austria
Bahrain
HSBC Bank Middle East Limited, Bahrain Branch
428
Manama / Bahrain
Bangladesh
Standard Chartered Bank, Bangladesh Branch
1000
Dhaka / Bangladesh
Belgium
BNP Paribas Securities Services, Paris Branch
93500
Brussels / Belgium
Bermuda
HSBC Bank Bermuda Limited
HM11
Hamilton / Bermuda
Botswana
Stanbic Bank Botswana N/A Ltd
Not Applicable
Gaborone / Botswana
Brazil
Citibank N.A., Sao Paulo
01311-920
Sao Paulo / Brazil
Bulgaria
ING Bank, N.V., Sofia Branch
1404
Sofia / Bulgaria
Canada
RBC Investor Services Limited
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
Cyprus
BNP Paribas Securities Services, Athens Branch
115 28
Athens / Greece
Czech Republic
Citibank Europe plc
158 02
Praha / Czech Republic
Denmark
Skandinaviska Enskilda Banken AB (publ)
DK-1014
Copenhagen / Denmark
Egypt
Citibank, N.A., Cairo Branch
11511
Cairo / Egypt
Estonia
Swedbank AS
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
00233
Accra / Ghana
Greece
HSBC Bank Plc, Athens Branch
11526
Athens / Greece
Hong Kong
Hongkong & Shanghai Banking Corporation (HSBC)
Not Applicable
Central / Hong Kong
Hungary
UniCredit Bank Hungary ZRT
HU-1054
Budapest / Hungary
India
Citibank, N.A., Mumbai Branch
400 051
Mumbai / India
Hongkong & Shanghai Banking Corporation (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
Japan
Bank of Tokyo-Mitsubishi UFJ Ltd
103-0021
Tokyo / Japan
Jordan
HSBC Bank Middle East Limited, Jordan Branch
11190
Western Amman / Jordan
Kenya
CfC Stanbic Bank Ltd
00200
Nairobi / Kenya
Lebanon
HSBC Bank Middle East Limited, Lebanon Branch
Not Applicable
Beirut / Lebanon
Luxembourg
KBL European Private Bankers S.A.
L-2955
Luxembourg
Malaysia
Standard Chartered Bank Malaysia Berhad
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)
1210
Mexico City / Mexico
Morocco
Citibank Maghreb
20190
Casablanca / Morocco
Namibia
Standard Bank Namibia Limited
Not Applicable
Windhoek / Namibia
Netherlands
BNP Paribas Securities Services, Paris Branch
93500
Amsterdam / Netherlands
New Zealand
Hongkong & Shanghai Banking Corporation (HSBC), New Zealand Branch
1010
Auckland / New Zealand
Nigeria
Stanbic IBTC Bank Plc
101007
Lagos / Nigeria
Norway
Nordea Bank Norge ASA
NO-0107
Oslo / Norway
Oman
HSBC Bank Oman Saog
PC 112
Ruwi / Oman
Pakistan
Standard Chartered Bank (Pakistan) Limited
74000
Karachi / Pakistan
Peru
Citibank del Peru S.A.
27
Lima / Peru
Philippines
Standard Chartered Bank, Philippines Branch
1200
Manila / Philippines
Hongkong & Shanghai Banking Corporation (HSBC), Philippine Branch
1634
Manila / Philippines
Poland
Bank Handlowy w Warszawie SA
00-923
Warsaw / Poland
Portugal
BNP Paribas Securities Services S.A., Paris Branch
93500
Paris / France
Romania
ING Bank N.V., Bucharest Branch
11745
Bucharest / Romania
Russia
ZAO Citibank
125047
Moscow / Russia
Singapore
Standard Chartered Bank, Singapore branch
18981
Singapore
Slovakia
ING Bank NV, Bratislava Branch
811 02
Bratislava / Slovakia
Slovenia
UniCredit Banka Slovenija d.d.
SI-1000
Ljubljana / Slovenia
South Africa
Standard Bank of South Africa Limited
2001
Johannesburg / South Africa
South Korea
Citibank Korea Inc.
100-180
Seoul / South Korea
Spain
Societe Generale Sucursal en Espana S.A.
28016
Madrid / Spain
Sri Lanka
Hongkong & Shanghai Banking Corporation (HSBC), Sri Lanka Branch
Not Applicable
Colombo / Sri Lanka
Swaziland
Standard Bank Swaziland
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.
105
Taipei / Taiwan
Thailand
Hongkong & Shanghai Banking Corporation (HSBC), Thailand Branch
10500
Bangkok / Thailand
Transnational
Brown Brothers Harriman & Co.
10005-1101
Boston, MA / New York, NY
Turkey
Citibank Anonim Sirkiti
34394
Istanbul / Turkey
United Arab Emirates
(ADX, DFM and
NASDAQ Dubai)
HSBC Bank Middle East Limited
337-1500
Dubai / UAE
United Kingdom
HSBC Bank Plc
E14 5HQ
London / UK
Uruguay
Banco Itau Uruguay S.A.
11000
Montevideo / Uruguay
Venezuela
Citibank, N.A., Caracas Branch
1050
Caracas / Venezuela
Zambia
Stanbic Bank Zambia Ltd.
10101
Lusaka / Zambia
Zimbabwe
Stanbic Bank Zimbabwe Limited
Not Applicable
Harare / Zimbabwe