Effective August 1, 2013, Fidelity Series Mega Cap Fund revised its investment objective to seek a high total return through a combination of current income and capital appreciation and eliminated its policy to invest at least 80% of its assets in common stocks of companies with mega market capitalizations.
Fidelity Hastings Street Trust issued a new class of shares. Class Z of Fidelity Mega Cap Stock Fund commenced operations on August 13, 2013
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 |
CITIBANK EUROPE PLC, BULGARIA BRANCH FOR CITIBANK, N.A. |
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 |
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 |
Citibank Europe plc - Romanian 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 |
Citibank Europe plc - Slovak Republic |
811 02 |
Bratislava / Slovakia |
Slovenia |
UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG |
1090 |
Vienna / Austria |
South Africa |
Societe Generale, Johannesburg (SG) Johannesburg |
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 |
PUBLIC JOINT STOCK COMPANY "CITIBANK" FOR CITIBANK, N.A. |
4070 |
Kiev / Ukraine |
United Arab Emirates |
HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
337-1500 |
Dubai / UAE |
United Kingdom |
HSBC Bank Plc |
E14 5HQ |
London / UK |
Uruguay |
BANCO ITAÚ URUGUAY S.A. FOR BANCO ITAÚ URUGUAY S.A. AND ITAÚ UNIBANCO S.A. |
11000 |
Montevideo / Uruguay |
Venezuela |
Citibank, N.A., Caracas Branch |
1050 |
Caracas / Venezuela |
Vietnam |
HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI |
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 Citibank, N.A. |
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|
|
|
|
Country |
Sub-Custodian |
Status |
Address |
Argentina |
Citibank, N.A., Buenos Aires Branch |
Branch |
Bartolome Mitre 530 |
|
|
|
1036 Buenos Aires |
Australia |
Citigroup Pty. Limited |
Subsidiary |
Level 15, 120 Collins Street |
|
|
|
Melbourne, Victoria 3000 |
Austria |
Citibank, N.A., Milan Branch |
Branch |
Foro Buonaparte, 16 Casella Postale 10932 |
|
|
|
20121 Milan |
Bahrain |
Citibank, N.A., Bahrain Branch |
Branch |
Citibank House |
|
|
|
Seef District |
|
|
|
Manama |
|
|
|
Kingdom of Bahrain |
Bangladesh |
Citibank, N.A., Bangladesh Branch |
Branch |
109 Gulshan Avenue |
|
|
|
Dhaka - 1212 |
|
|
|
Bangladesh |
Belgium |
Citibank International Plc., London Branch |
Subsidiary |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5LB |
Bermuda |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Bermuda Limited |
Agent |
6 Front Street |
|
|
|
Hamilton HM11 |
Bosnia - Herzegovina: |
UniCredit Bank d.d. |
Agent |
Zelenih Beretki 24 |
The Federation of Bosnia and Herzegovina (Sarajevo) |
|
|
71000 Sarajevo |
Bosnia - Herzegovina: |
UniCredit Bank d.d. |
Agent |
Zelenih Beretki 24 |
The Republika of Srpska (Banja Luka) |
|
|
71000 Sarajevo |
Botswana |
Standard Chartered Bank of Botswana Limited |
Agent |
|
|
|
|
5th Floor Standard House Bldg |
|
|
|
The Mall, Queens Road |
|
|
|
PO Box 496 |
|
|
|
Gaborone, Botswana |
|
|
|
|
Brazil |
Citibank, N.A., Sao Paolo Branch |
Branch |
Avenida Paulista 1111, 3rd Floor |
|
|
|
Sao Paulo, SP01311-920 |
|
|
|
|
|
|
|
|
|
|
|
|
Bulgaria |
|
Subsidiary |
|
|
Citibank Europe plc, Bulgaria Branch |
|
2 Maria Louisa Blvd. |
|
|
|
TZUM Business Centre, Floor 5, |
|
|
|
Sofia 1000, Bulgaria |
|
|
|
|
Canada |
Citibank Canada |
Subsidiary |
Citibank Place, 123 Front Street West |
|
|
|
Toronto, Ontario M5J 2M3 |
Chile |
Banco de Chile |
Subsidiary |
Ahumada 251 |
|
|
|
Santiago |
|
|
|
Chile |
China |
Citibank, N.A., Hong Kong Branch (B Shares) |
Branch |
Citibank, N.A. Hong Kong Branch |
|
|
|
44/F Citibank Tower, Citibank Plaza |
|
|
|
3 Garden Road, Central, Hong Kong |
|
|
|
|
|
Citibank (China) Co., Ltd (A Shares) |
|
|
|
|
Subsidiary |
35F Citigroup Tower, No. 33 Hua Yuan Shi Qiao Road, |
|
|
|
Shanghai, P. R. China |
|
|
|
|
Colombia |
Cititrust Colombia S.A. Sociedad Fiduciaria |
Subsidiary |
Carrera 9A No.99-02, First Floor |
|
|
|
Santa Fe de Bogota D.C. |
Costa Rica |
Banco Nacional de Costa Rica |
Agent |
1st and 3rd Avenue, 4th Street |
|
|
|
San Jose |
|
|
|
Costa Rica |
Croatia |
Privredna Banka Zagreb d.d. |
Agent |
Radnicka cesta 50 |
|
|
|
10000 Zagreb, Croatia |
Cyprus |
Citibank International Plc, Greece Branch |
Subsidiary |
8 Othonos Street |
|
|
|
10557 Athens, Greece |
Czech Republic |
Citibank Europe plc, organizacni slozka |
Subsidiary |
Evropska 178 |
|
|
|
Praha 6, 166 40 |
Denmark |
Nordea Bank Danmark A/S |
Agent |
Helgeshoej Alle 33 |
|
|
|
DK-2630 Taastrup |
Egypt |
Citibank, N.A., Cairo Branch |
Branch |
4 Ahmed Pasha |
|
|
|
Garden City, Cairo |
Estonia |
Swedbank AS |
Agent |
Liivalaia 8 |
|
|
|
15040 Tallinn |
Finland |
Nordea Bank Finland Plc. |
Agent |
Aleksis Kiven Katu 3-5 |
|
|
|
Helsinki |
France |
Citibank International Plc., London Branch |
Subsidiary |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5LB |
Georgia |
JSC Bank of Georgia |
Agent |
29a Gagarini str. |
|
|
|
Tbilisi 0160 |
|
|
|
Georgia |
Germany |
Citigroup Global Markets Deutschland AG |
Subsidiary |
Reuterweg 16 |
|
|
|
60323 Frankfurt am Main |
Ghana |
Standard Chartered Bank of Ghana Limited |
Agent |
High Street Building, 1st Floor, |
|
|
|
P O Box 768 |
|
|
|
Accra, Ghana |
Greece |
Citibank International Plc., Greece Branch |
Subsidiary |
8 Othonos Street |
|
|
|
10557 Athens, Greece |
Hong Kong |
Citibank, N.A., Hong Kong Branch |
Branch |
44/F Citibank Tower, Citibank Plaza |
|
|
|
3 Garden Road, Central, Hong Kong |
Hungary |
Citibank Europe plc Hungarian Branch Office |
Subsidiary |
Szabadsag ter 7-9 |
|
|
|
Budapest V., H 1051 |
* Iceland |
Not Applicable. Citibank is a direct member of Clearstream Banking, which is an ICSD. |
N/A |
|
India |
Citibank, N.A., Mumbai Branch |
Branch |
3rd Floor, Trent House |
|
|
|
G-60 Bandra Kurla Complex |
|
|
|
Bandra East, Mumbai 400051 |
Indonesia |
Citibank, N.A., Jakarta Branch |
Branch |
Citibank Tower, 15th Floor, JL. Jend. Sudirman Kav. 54-55 |
|
|
|
Jakarta 12910 |
Ireland |
Citibank, N.A., London Branch |
Branch |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5 LB, United Kingdom |
|
|
|
|
Israel |
|
|
Platinum Building |
|
|
|
21 Ha'arba'a Street |
|
Citibank, N.A., Israel Branch |
Branch |
Tel Aviv 64739, Israel |
Italy |
Citibank, N.A., Milan Branch |
Branch |
16 Foro Buonaparte |
|
|
|
20121 Milan |
Jamaica |
Scotia Investments Jamaica Limited |
Agent |
7 Holborn Road |
|
|
|
Kingston 10, Jamaica W.I. |
Japan |
Citibank Japan Limited |
Subsidiary |
Shin Marunochi Building, 5-1, |
|
|
|
Marunochi 1-chome, Chiyoda-ku |
|
|
|
Tokyo 100-6517 |
Jordan |
Standard Chartered Bank, Jordan Branch |
Agent |
Shmeissani Branch |
|
|
|
Al-Thaqafa Street , Building # 2 |
|
|
|
Amman 11110, |
|
|
|
Jordan |
|
|
|
|
Kazakhstan |
JSC "Citibank Kazakhstan" |
Subsidiary |
Park Palace, Building A |
|
|
|
41 Kazibek Bi Street |
|
|
|
Almaty, 050010 |
|
|
|
Republic of Kazakhstan |
Kenya |
Standard Chartered Bank Kenya Limited |
Agent |
Standard Chartered Bank Barclays Plaza |
|
|
|
Mezzanine 3 |
|
|
|
Loita Street |
|
|
|
Nairobi, Kenya 00100 |
Korea |
Citibank Korea Inc. |
Subsidiary |
16th Floor, Citibank Korea Inc. Building |
|
|
|
39 Da-dong |
|
|
|
Joong-ku, Seoul 100-180, Korea |
Kuwait |
Citibank, N.A., Kuwait Branch |
Branch |
Ahmed Tower, Building No. 1P.O. Box 26027 |
|
|
|
Sharq, Kuwait City |
|
|
|
Kuwait |
|
|
|
|
Latvia |
Swedbank AS acting through its agent, Swedbank AS |
Agent |
Liivalaia 8 |
|
|
|
15040 Tallinn |
Lebanon |
The Hong Kong & Shanghai Banking Corporation Limitedacting through its agent, HSBC Bank Middle East Ltd. |
Agent |
PO Box 11-1380, |
|
|
|
Riad El Solh, Beirut 1107 2080 |
Lithuania |
Swedbank AS acting through its agent, "Swedbank" AB |
Agent |
Liivalaia 8 |
|
|
|
15040 Tallinn, Estonia |
Macedonia (Republic of Macedonia) |
Raiffeisen Bank International AG |
Agent |
AM Stadtpark 9 |
|
|
|
Vienna 1030 |
|
|
|
Austria |
Malaysia |
Citibank Berhad |
Subsidiary |
Level 42 Menara Citibank |
|
|
|
165 Jalan Ampang, 50450 Kuala Lumpur |
*Malta |
Not Applicable. Citibank is a direct member of Clearstream Banking, which is an ICSD. |
N/A |
|
Mexico |
Banco Nacional de Mexico, S.A. |
Citigroup Subsidiary |
3er Piso Norte, Act. Roberto Medellin No. 800 |
|
|
|
Col. Santa Fe D.F. 01210 |
Morocco |
Citibank Maghreb |
Subsidiary |
-Zenith Millenium Immeuble 1 |
|
|
|
Sidi Maarouf B.P. 40 |
|
|
|
Casablanca 20190 |
|
|
|
Morocco |
Mauritius |
The Hong Kong & Shanghai Banking Corporation Limited |
Agent |
5th Floor Les Cascades Building, Edith Cavell Street |
|
|
|
Port Louis, Mauritius |
Namibia |
Standard Bank of South Africa Limited acting through its agent, Standard Bank Namibia Limited |
Agent |
Standard Bank Centre, |
|
|
|
2nd Floor, Corner Werner List Street & Post Street Mall, |
|
|
|
PO Box 3327, |
|
|
|
Windhoek, |
|
|
|
Namibia. |
Netherlands |
Citibank International Plc., London Branch |
Subsidiary |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5LB |
New Zealand |
Citibank, N.A., New Zealand Branch |
Branch |
|
|
|
|
Level 16, 120 Collins Street, |
|
|
|
Melbourne Vic. 3000. |
Nigeria |
Citibank Nigeria Limited |
Subsidiary |
27, Kofo Abayomi Street |
|
|
|
Victoria Island |
|
|
|
Lagos, Nigeria |
Norway |
DNB Bank ASA |
Agent |
Dronning Eufemias gate 30 |
|
|
|
0021 Oslo, Norway |
Oman |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Oman S.A.O.G. |
Agent |
|
|
|
|
2nd Floor Al Khuwair |
|
|
|
PO Box 1727 PC 111 |
|
|
|
Seeb, |
|
|
|
Sultanate of Oman |
|
|
|
|
Pakistan |
Citibank, N.A., Karachi Branch |
Branch |
Global Securities Services, AWT Plaza |
|
|
|
I.I. Chundrigar Road, Karachi 74200 |
Palestine |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Middle East Limited |
Agent |
Jaffa Street Ramallah, PO Box 2067 |
|
|
|
Ramallah, Palestine |
Panama |
Citibank, N.A., Panama Branch |
Branch |
Torre B, Piso 14 |
|
|
|
Calle Punta Darién y Punta Coronado |
|
|
|
Urbanización Punta Pacífica |
|
|
|
San Francisco, Ciudad de Panamá |
|
|
|
República de Panamá |
|
|
|
|
Peru |
Citibank del Peru S.A. |
Subsidiary |
Canaval y Moreyra No 480 |
|
|
|
San Isidro, Lima 27 |
Philippines |
Citibank, N.A., Manila Branch |
Branch |
Citibank Tower, 8741 Paseo de Roxas |
|
|
|
Makati, Metro Manila |
Poland |
Bank Handlowy w Warszawie S.A. |
Subsidiary |
Senatorska 16 |
|
|
|
00-923 Warsaw 55 |
Portugal |
Citibank International Plc., Lisbon Branch |
Subsidiary |
Sucursal em Portugal, Edificio Fundacao |
|
|
|
Rua Barata Salgueiro, No 30 - 4th floor, 1269-056 Lisboa |
Qatar |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Middle East Limited |
Agent |
PO Box 57, Doha |
|
|
|
State of Qatar |
Romania |
Citibank Europe plc, Dublin - Romania Branch |
Subsidiary |
8 Iancu de Hunedoara Blvd. |
|
|
|
712042, Sector 1, Bucharest |
Russia |
ZAO Citibank |
Subsidiary |
8-10 Gasheka Str. |
|
|
|
125047, Moscow |
Saudi Arabia |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Saudi Arabia Ltd. |
Agent |
PO Box 9084 |
|
|
|
Riyadh, Saudi Arabia 11413 |
Serbia |
UniCredit Bank Srbija a.d. |
Agent |
Rajiceva 27-29 |
|
|
|
11000 Belgrade |
Singapore |
Citibank, N.A., Singapore Branch |
Branch |
|
|
|
|
8 Marina View |
|
|
|
#21-00 Asia Square Tower 1 |
|
|
|
Singapore 018960 |
|
|
|
|
Slovak Republic |
Citibank Europe plc, pobocka zahranicnej banky |
Subsidiary |
Mlynské nivy 43 |
|
|
|
825 01 Bratislava 26 |
Slovenia |
UniCredit Banka Slovenija d.d. Ljubljana. |
Agent |
Smartinska 140 |
|
|
|
1000 Ljubljana |
South Africa |
Citibank, N.A., South Africa Branch |
Branch |
145 West Street |
|
|
|
Sandown |
|
|
|
2196 Johannesburg |
Spain |
Citibank International Plc., Madrid Branch |
Subsidiary |
Sucursal en Espana, J. Ortega y Gasset, 29, Fourth floor |
|
|
|
28006, Madrid |
Sri Lanka |
Citibank, N.A., Colombo Branch |
Branch |
65C Dharmapala Mawatha |
|
|
|
Colombo 7 |
Sweden |
Citibank International Plc., Sweden Branch |
Subsidiary |
|
|
|
|
Norrlandsgatan 15 , SE-111 84 |
|
|
|
Stockholm, Sweden |
|
|
|
|
Switzerland |
Citibank, N.A., London Branch |
Branch |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5LB, United Kingdom |
Taiwan |
Citibank Taiwan Limited |
Subsidiary |
16F, No. 1, Songzhi Road, |
|
|
|
Taipei 110 Taiwan, R.O.C. |
Tanzania |
Standard Bank of South Africa Ltd. acting through its affiliate, Stanbic Bank Tanzania Ltd. |
Agent |
Corner: Ali Hassan Mwinyi/Kinondoni Road |
|
|
|
P.O.Box 72647, Dar-es-Salaam |
|
|
|
Tanzania |
Thailand |
Citibank, N.A., Bangkok Branch |
Branch |
18th Floor, 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110 |
Tunisia |
Banque International Arabe de Tunisie |
Agent |
BIAT 70-72, Avenue H |
|
|
|
Bourguida 1000 Tunis |
Turkey |
Citibank, A.S. |
Subsidiary |
Buyukdere Caddesi 100 |
|
|
|
80280 Esentepe, Istanbul |
Uganda |
Standard Chartered Bank of Uganda Limited |
Agent |
5 Speke Road |
|
|
|
PO Box 7111 |
|
|
|
Kampala, Uganda |
United Arab Emirates, ADX |
Citibank, N.A., UAE |
Branch |
Al Wasl Branch |
|
|
|
Oud Metha Building |
|
|
|
P.O. Box 749, Dubai, UAE |
United Arab Emirates, DFM |
Citibank, N.A., UAE |
Branch |
Al Wasl Branch |
|
|
|
Oud Metha Building |
|
|
|
P.O. Box 749, Dubai, UAE |
United Arab Emirates, NASDAQ Dubai |
Citibank, N.A., UAE |
Branch |
Al Wasl Branch |
|
|
|
Oud Metha Building |
|
|
|
P.O. Box 749, Dubai, UAE |
Ukraine |
PJSC "Citibank" |
Subsidiary |
16-g Dymytrova Street |
|
|
|
03150 Kyiv |
|
|
|
Ukraine |
United Kingdom |
Citibank, N.A., London Branch |
Branch |
Citigroup Centre, Canary Wharf |
|
|
|
London E14 5LB |
United |
Citibank, N.A., New York Offices |
Branch |
388 Greenwich Street, |
States |
|
|
New York, NY 10013 |
Uruguay |
Banco Itau Uruguay S.A. |
Agent |
Zabala 1463 |
|
|
|
Casilla de Correo 90 |
|
|
|
Montevideo, Uruguay 11000 |
Venezuela |
Citibank, N.A., Caracas Branch |
Branch |
Centro Commercial El Recreo, Torre Norte. Piso 19 |
|
|
|
Av. Casanova Sabana, GrandeCaracas 1050 D.C. |
Vietnam |
Citibank, N.A., Hanoi Branch |
Branch |
17 Ngo Quyen, Ha Noi |
|
|
|
Vietnam |
Zambia |
Standard Chartered Bank of Zambia Plc. |
Agent |
Standard Chartered House |
|
|
|
Cairo Road, PO Box 32238 |
|
|
|
Lusaka, Zambia |
|
|
|
|
Zimbabwe |
Standard Bank of South Africa Ltd. acting through its affiliate Stanbic Bank Zimbabwe Ltd. |
Agent |
|
|
|
|
59 Samora Machel Avenue |
|
|
|
Harare |
|
|
|
Zimbabwe |
|
|
|
|
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for J.P. Morgan Chase Bank |
|
|
|
MARKET |
SUBCUSTODIAN |
|
|
|
|
|
HSBC Bank Argentina S.A. |
ARGENTINA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.** |
AUSTRALIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UniCredit Bank Austria AG |
AUSTRIA |
|
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|
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|
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|
|
HSBC Bank Middle East Limited |
BAHRAIN |
|
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|
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|
|
Standard Chartered Bank |
BANGLADESH |
|
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|
|
BNP Paribas Securities Services S.C.A. |
BELGIUM |
|
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|
|
HSBC Bank Bermuda Limited |
BERMUDA |
|
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|
Standard Chartered Bank Botswana Limited |
BOTSWANA |
|
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|
|
J.P. Morgan S.A. DTVM** |
BRAZIL |
|
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|
|
Citibank Europe plc |
BULGARIA |
|
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|
Canadian Imperial Bank of Commerce |
CANADA |
|
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Banco Santander Chile |
CHILE |
|
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|
|
HSBC Bank (China) Company Limited |
CHINA A-SHARE |
|
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|
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|
|
HSBC Bank (China) Company Limited |
CHINA B-SHARE |
|
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|
CorpBanca Investment Trust Colombia S.A. |
COLOMBIA |
|
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|
Banco BCT, S.A. |
*COSTA RICA* |
|
|
|
|
|
|
|
|
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|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
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|
|
Privredna Banka Zagreb d.d. |
CROATIA |
|
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|
|
|
|
|
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|
|
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|
|
HSBC Bank plc |
CYPRUS |
|
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|
|
UniCredit Bank Czech Republic and Slovakia, a.s. |
CZECH REPUBLIC |
|
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|
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|
|
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|
|
Nordea Bank Danmark A/S |
DENMARK |
|
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|
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|
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|
|
Citibank, N.A. |
EGYPT |
|
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|
|
Swedbank AS |
ESTONIA |
|
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|
|
Nordea Bank Finland Plc |
FINLAND |
|
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|
|
BNP Paribas Securities Services S.C.A. |
FRANCE |
|
|
|
|
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|
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|
|
|
Deutsche Bank AG |
GERMANY |
|
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|
Standard Chartered Bank Ghana Limited |
GHANA |
|
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|
|
HSBC Bank plc |
GREECE |
|
|
|
|
|
|
|
|
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|
|
|
|
JPMorgan Chase Bank, N.A.** |
HONG KONG |
|
|
|
|
|
|
|
|
|
|
|
|
Deutsche Bank AG |
HUNGARY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Islandsbanki hf. |
*ICELAND* |
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.** |
INDIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deutsche Bank AG |
INDONESIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JP Morgan Chase Bank, N.A.** |
IRELAND |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Leumi le-Israel B.M. |
ISRAEL |
|
|
|
|
|
|
|
|
|
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|
|
|
|
BNP Paribas Securities Services S.C.A. |
ITALY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mizuho Bank, Ltd. |
JAPAN |
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
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|
Standard Chartered Bank |
*JORDAN* |
|
|
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
|
|
SB HSBC Bank Kazakhstan JSC |
KAZAKHSTAN |
|
|
|
|
|
|
|
|
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|
|
Standard Chartered Bank Kenya Limited |
KENYA |
|
|
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|
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|
|
|
HSBC Bank MIddle East Limited |
KUWAIT |
|
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|
|
|
|
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|
|
Swedbank AS |
LATVIA |
|
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|
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|
|
|
HSBC Bank Middle East Limited |
LEBANON |
|
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|
|
|
|
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|
|
AB SEB Bankas |
LITHUANIA |
|
|
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|
|
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|
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|
|
BNP Paribas Securities Services S.C.A. |
LUXEMBOURG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard Bank Limited, Malawi |
*MALAWI* |
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
|
|
HSBC Bank Malaysia Berhad |
MALAYSIA |
|
|
|
|
|
|
|
|
|
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|
|
The Hongkong and Shanghai Banking Corporation Limited |
MAURITIUS |
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
Banco Nacional de Mexico, S.A. |
MEXICO |
|
|
|
|
|
|
|
|
|
|
|
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|
|
Societe Generale Marocaine de Banques |
MOROCCO |
|
|
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|
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|
|
Standard Bank Namibia Limited |
NAMIBIA |
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
BNP Paribas Securities Services S.C.A. |
NETHERLANDS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.** |
NEW ZEALAND |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stanbic IBTC Bank Plc |
NIGERIA |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Nordea Bank Norge ASA |
NORWAY |
|
|
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|
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|
|
HSBC Bank Oman S.A.O.G. |
OMAN |
|
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|
|
Standard Chartered Bank (Pakistan) Limited |
PAKISTAN |
|
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|
|
|
|
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|
|
HSBC Bank Middle East Limited |
*PALESTINIAN TERRITORIES* |
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
|
|
Citibank del Peru S.A. |
PERU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hongkong and Shanghai Banking Corporation Limited |
PHILIPPINES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Handlowy w. Warszawie S.A. |
POLAND |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas Securities Services S.C.A. |
PORTUGAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank Middle East Limited |
QATAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank Europe plc, Romania Branch |
ROMANIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Bank International (Limited Liability
Company)** |
RUSSIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC Saudi Arabia Limited |
SAUDI ARABIA |
|
|
|
|
|
|
|
|
|
|
|
|
Unicredit Bank Srbija a.d. |
SERBIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBS Bank Ltd |
SINGAPORE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UniCredit Bank Czech Republic and Slovakia, a.s. |
SLOVAK REPUBLIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UniCredit Banka Slovenija d.d. |
SLOVENIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FirstRand Bank Limited |
SOUTH AFRICA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank Korea Limited |
SOUTH KOREA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santander Investment S.A. |
SPAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hongkong and Shanghai Banking Corporation Limited |
SRI LANKA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nordea Bank AB (publ) |
SWEDEN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS AG |
SWITZERLAND |
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.** |
TAIWAN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stanbic Bank Tanzania Limited |
*TANZANIA* |
|
|
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
|
|
Standard Chartered Bank (Thai) Public Company Limited |
THAILAND |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Republic Bank Limited |
TRINIDAD AND TOBAGO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banque Internationale Arabe de Tunisie, S.A. |
TUNISIA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank A.S. |
TURKEY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank Uganda Limited |
UGANDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PJSC Citibank |
*UKRAINE* |
|
|
|
|
|
|
|
|
|
|
|
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
|
|
|
|
HSBC Bank Middle East Limited |
UNITED ARAB EMIRATES - ADX |
|
|
|
|
|
|
|
|
|
|
HSBC Bank Middle East Limited |
UNITED ARAB EMIRATES - DFM |
|
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank Middle East Limited |
UNITED ARAB EMIRATES - NASDAQ DUBAI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank, N.A.** |
UNITED KINGDOM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Chase Bank, N.A.** |
UNITED STATES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Itaú Uruguay S.A. |
URUGUAY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A. |
VENEZUELA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank (Vietnam) Ltd. |
VIETNAM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank Cote d'Ivoire SA |
*WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO* |
|
|
|
|
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*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
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Standard Chartered Bank Zambia Plc |
ZAMBIA |
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Stanbic Bank Zimbabwe Limited |
*ZIMBABWE* |
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*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* |
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This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. |
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** J.P. Morgan affiliate |
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for The Northern Trust Company |
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Markets \ Product:Securities Market Information |
Subcustodian Legal Name |
Subcustodian Legal Address |
Argentina |
Citibank N.A. |
Bartolome Mitre 502/30, (C1036AAJ) Buenos Aires, Argentina. |
Australia |
HSBC Bank Australia Limited |
HSBC Custody and Clearing, 580 George Street, Sydney, NSW 2000, Australia. |
Austria |
UniCredit Bank Austria A.G |
Julius Tandler-Platz 3, A-1090, Vienna. |
Bahrain |
HSBC Bank Middle East Limited |
Custody & Clearing Dept, 2nd floor, Building No: 2505, Road No: 2832, Al Seef 428, Kingdom of Bahrain. |
Bangladesh |
Standard Chartered Bank |
Standard Chartered Bank, Securities Services Portlink Tower 67 Gulshan Avenue Gulshan, Dhaka-1212 Bangladesh |
Belgium |
Deutsche Bank AG |
Deutsche Bank AG, Amsterdam branch, Direct Securities Services, de Entree 99 - 197, 1101 HE, Amsterdam, Netherlands. |
Bermuda |
HSBC Bank Bermuda Limited |
Bank of Bermuda Building, 6 Front Street, Hamilton, HM11 Bermuda. |
Bosnia-Herzegovina (Federation of Bosnia-Herzegovina) |
Raiffeisen Bank International AG |
Am Stadtpark 9, 1030 Vienna, Austria. |
Bosnia-Herzegovina (Republic of Srpska) |
Raiffeisen Bank International AG |
Am Stadtpark 9, 1030 Vienna, Austria. |
Botswana |
Standard Chartered Bank Botswana Limited |
Standard House Building, Queens Road, P. O. Box 496, Gaborone, Botswana. |
Brazil |
Citibank N.A. |
Citibank N.A., Sao Paulo, Av Paulista, 1111, 12th Floor, Sao Paulo, SP 01311-920, Brazil. |
Bulgaria |
Citibank Europe plc, Bulgaria Branch |
TZUM Business Centre, floor 5, 2 Maria Louisa Blvd, 1000 Sofia, Bulgaria. |
Canada |
The Northern Trust Company, Canada |
145 King Street West, Suite 1910, Toronto, Ontario, M5H 1J8, Canada |
CD's |
Deutsche Bank AG, London Branch |
Winchester House, 1 Great Winchester Street, London EC2N 2DB |
Chile |
Banco de Chile |
Avda. Andres Bello 2687, 3rd and 5th Floors, Santiago, Chile. |
China A Share |
HSBC Bank (China) Company Limited |
33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120). |
China B Share |
HSBC Bank (China) Company Limited |
33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120) |
Colombia |
Cititrust Colombia S.A. Sociedad Fiduciaria |
Carrera 7 No. 71-21 Torre B, oficina 1201. Bogotá, Colombia |
Croatia |
UniCredit Bank Austria A.G. |
Julius Tandler-Platz 3, A-1090, Vienna. |
Cyprus |
Citibank International plc |
8 Othonos Street - 4th floor, Athens 10557, Greece |
Czech Republic |
UniCredit Bank Czech Republic and Slovakia, a. s. |
UniCredit Bank Czech Republic and Slovakia, a. s. BB Centrum - Filadelfie Zeletavska 1525/1 140 92 Praha 4 - Michle |
Denmark |
Nordea Bank Danmark A/S |
Nordea Bank Danmark A/S, Strandgade 3, 1401 Copenhagen K, Denmark. |
Egypt |
Citibank NA |
8 Ahmed Pasha Street, Garden City, Cairo, Egypt |
Estonia |
Swedbank AS |
Liivalaia 8, 15040, Tallinn, Estonia |
Euroclear |
Euroclear Bank S.A./N.V. |
1 Boulevard du Roi Albert II, B1210 Brussels, Belgium |
Finland |
Nordea Bank Finland plc |
VC210, Aleksis Kiven Katu 3-5, Helsinki, FIN-00020. |
France |
BNP Paribas Securities Services |
Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France |
Germany |
Deutsche Bank AG |
Taunusanlage 12 60262 Frankfurt am Main Germany |
Ghana |
Standard Chartered Bank Ghana Limited |
Standard Chartered Bank, Standard Bank Building, High Street, P.O. Box 768, Accra, Ghana |
Greece |
Citibank International plc |
8 Othonos Street, 4th Floor, 10557 Athens, Greece |
Hong Kong |
The Hongkong & Shanghai Banking Corporation Limited |
Custody and Clearing HSBC Securities Services 2/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong |
Hungary |
UniCredit Bank Hungary Zrt |
Szabadsag ter 5-6, HU-1054, Budapest, Hungary. |
India |
Citibank, N.A. |
FIFC, 11th Floor, C-54 & C-55, G Block, Bandra Kurla Complex, Bandra - East, Mumbai 400051, India |
Indonesia |
Standard Chartered Bank |
Menara Standard Chartered, 5th Floor, Jl. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia |
Ireland |
The Northern Trust Company, London |
50 Bank Street, Canary Wharf, London, E145NT, United Kingdom |
Israel |
Bank Leumi Le-Israel BM |
24-32 Yehuda Halevi Street, Tel-Aviv, Israel |
Italy |
BNP Paribas Securities Services |
Via Ansperto 5, 20123, Milan, Italy. |
Japan |
The Hongkong & Shanghai Banking Corporation Limited |
Custody and Clearing, 6F HSBC Building, 11-1 Nihonbashi 3-chome, Chuo-Ku, Tokyo, Japan, 103-0027 |
Jordan |
Standard Chartered Bank plc, Jordan Branch |
Al Thakafa Street, Shmeissani, PO Box 11191, Amman, Jordan |
Kazakhstan |
HSBC Bank Kazakhstan JSC |
Al-Farabi Avenue 77/7, Business Center "Essentai', 050060 Almaty, Republic of Kazakhstan. |
Kenya |
Standard Chartered Bank Kenya Limited |
Standard Chartered Bank Kenya, 48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya |
Kuwait |
HSBC Bank Middle East Limited |
Kuwait City, Qibla Area, Hamad Al-Saqr Street, Kharafi Tower, G/1/2 Floors, PO Box 1683, Safat 13017, Kuwait |
Latvia |
Swedbank AS |
Balasta dambis 1a, Riga, LV-1048, Latvia. |
Lebanon |
HSBC Bank Middle East Limited |
PO Box 11-1380, Riad El Solh, Beirut 1107 2080 |
Lithuania |
AB SEB Bankas |
Gedimino pr. 12, LT-2600, Vilnius, Lithuania. |
Luxembourg |
Euroclear Bank S.A./N.V. |
1 Boulevard du Roi Albert II B1210 Brussels Belgium |
Malaysia |
HSBC Bank Malaysia Berhad |
Custody and Clearing, 12th Floor, South Tower, No.2 Leboh Ampang, 50100 Kuala Lumpur, Malaysia |
Mauritius |
The Hongkong & Shanghai Banking Corporation Limited |
HSBC Centre, 18 Cybercity, Ebene, Mauritius |
Mexico |
Banco Nationale de Mexico, S.A. |
Banco Nacional de Mexico, S.A. (Banamex), Reforma 490 - Piso 3 Col. Sante Fe, C.P. 01219 Mexico DF |
Morocco |
Societe Generale Marocaine de Banques |
55 Boulevard Abdelmoumen, 20100, Casablanca, Morocco |
Namibia |
Standard Bank Namibia Limited |
Standard Bank Center, Corner Werner List Street and Postal Street Mall - 2nd Floor, Windhoek, Namibia |
Netherlands |
Deutsche Bank AG |
Direct Securities Services, de Entree 99 - 197, 1101, HE Amsterdam, Netherlands |
New Zealand |
The Hongkong and Shanghai Banking Corporation Limited |
HSBC House, Level 9, 1 Queen Street, Auckland, New Zealand |
Nigeria |
Stanbic IBTC Bank Plc |
PHYSICAL ADDRESS: Walter Carrington Crescent, Victoria Island Lagos POSTAL ADDRESS: PO Box 54746 Falomo Ikoyi Nigeria |
Norway |
Nordea Bank Norge ASA |
Essendropsgate 7, NO-0368, Oslo, Norway. |
Oman |
HSBC Bank Oman SAOG |
Al Khuwair, PO Box 1727 PC 111, Seeb, Sultanate of Oman. |
Pakistan |
Citibank, N.A. |
AWT Plaza, 1.1 Chundrigar Road, PO Box 4889, Karachi, Pakistan, 74200. |
Palestine |
HSBC Bank Middle East Limited |
PO Box 2067, Ramallah, Palestine |
Panama |
Citibank, N.A., Panama Branch |
Boulevard Punta Pacifica, Torre de las Americas, Apartado 0834-00555, Panama City, Panama |
Peru |
Citibank del Peru S.A. |
WWSS - 3 er Piso, Av. Canaval y Moreyra#480, San Isidro, Lima 27 - Peru. |
Philippines |
The Hongkong & Shanghai Banking Corporation Limited |
7/F HSBC Centre, 3058 Fifth Avenue West, Bonifacio Global City, Taguig City 1634, Philippines |
Poland |
Bank Polska Kasa Opieki SA |
ul. Grzybowska 53/57, 00-950 Warszawa, Poland |
Portugal |
BNP Paribas Securities Services |
Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France |
Qatar |
HSBC Bank Middle East Limited |
3rd Floor, Ali Bin Ali Building, Al Matar Street #950, BLDG 150, Ummoglina, Area 27, Doha, Qatar. |
Republic of Korea |
The Hongkong & Shanghai Banking Corporation Limited |
The Hongkong and Shanghai Banking Corporation Limited 5th Floor, Sub-Custody and Clearing, HSBC Securities Services HSBC Building, 37, Chilpae-ro, Jung-Gu, Seoul, Korea, 100-161 |
Romania |
Citibank Europe Plc, Dublin - Romania Branch |
145 Calea Victoriei, 1st district, 010072, Bucharest, Romania |
Russia |
ZAO Citibank |
8-10 bld.1 Gasheka Street, 125047 Moscow, Russia |
Saudi Arabia |
HSBC Saudi Arabia Limited |
HSBC Building, 2nd Floor, Olaya Road, Al-Murooj, P O Box 9084, Riyadh 11413, Saudi Arabia. |
Serbia |
UniCredit Bank Austria A.G. |
Julius Tandler-Platz 3, A-1090, Vienna, Austria. |
Singapore |
DBS Bank Ltd |
10 Toh Guan Road, Level 04-11 (4B), Jurong Gateway, Singapore 608838 |
Slovak Republic |
Citibank Europe plc, pobocka zahranicnej Banky |
Mlynské nivy 43, 825 01 Bratislava, Slovak Republic |
Slovenia |
UniCredit Banka Slovenija d.d. |
Smartinska 140 SI-1000, Ljubljana, Slovenia. |
South Africa |
The Standard Bank of South Africa Limited |
30 Baker Street, Rosebank, 3 West Wing JB 2196 |
Spain |
BNP Paribas Securities Services |
C/Ribera del Loira 28, 3rd Floor 28042 Madrid, Spain |
Sri Lanka |
Standard Chartered Bank |
Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka |
Swaziland |
Standard Bank Swaziland Limited |
Swazi Plaza, Mbabane, Swaziland |
Sweden |
Svenska Handelsbanken AB (publ) |
Nordic Custody Services, Blasieholmstorg 12, SE-106 70, Stockholm, Sweden |
Switzerland |
Credit Suisse AG |
Parade-platz 8, 8001, Zurich, Switzerland |
Taiwan |
Bank of Taiwan |
49 Wu Chang Street, Sec. 1, Taipei 100, Taiwan, Republic of China. |
Tanzania |
Standard Chartered Bank (Mauritius) Limited |
6th Floor, Raffles Tower, Cybercity, Ebene, Mauritius |
Thailand |
Citibank, N.A. |
Securities and Fund Services, Citibank, N.A. Bangkok, 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110, Thailand |
Trinidad & Tobago |
Republic Bank Limited |
9-17 Park Street, Port of Spain, Republic of Trinidad and Tobago |
Tunisia |
Banque Internationale Arabe de Tunisie |
70-72 Avenue Habib Bourguiba, 1000 Tunis, Tunisia. |
Turkey |
Deutsche Bank A.S. |
Esentepe Mahallesi Eski Buyukdere Caddesi No.209 Tekfen Tower, Kat:17, 34394 Levent, Istanbul, Turkey |
UAE - ADX |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates. |
UAE - DFM |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates. |
UAE - NASDAQ Dubai |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates |
Uganda |
Standard Chartered Bank Uganda Limited |
Standard Chartered Bank, 5 Speke Road, P.O. Box, 7111, Kampala, Uganda. |
UK |
The Northern Trust Company, London |
50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom |
Ukraine |
PJSC Citibank |
16-g Dymytrova St. 03150 Kiev, Ukraine |
United States |
The Northern Trust Company |
50 South La Salle Street, Chicago, IL 60603, USA. |
Uruguay |
Banco Itau Uruguay S.A. |
Zabala 1463, 11000 Montevideo, Uruguay. |
Venezuela |
Citibank NA, Caracas Branch |
Av. Casanova, C.C. el Recreo, Torre Norte, Piso 19 Caracas 1050, Venezuela |
Vietnam |
HSBC Bank (Vietnam) Ltd |
Centre Point, 106 Nguyen Van Troi Street, Phu Nhuan District, Ho Chi Minh City, Vietnam. |
West Africa (UEMOA) |
United Bank for Africa plc |
Blvd Botreau-Roussel - Le Plateau 17 BP 808 Abidjan 17 (Côte d'Ivoire). |
Zambia |
Standard Chartered Bank Zambia plc |
Standard Chartered Bank, Standard House, Cairo Road, P.O. Box 32238, Lusaka, Zambia. |
Zimbabwe |
Standard Chartered Bank (Mauritius) Limited (Hub arrangement used to access this market) |
Units 6a and 6b Raffles Tower, Cyber City, Ebene, Mauritius |
Exhibit (d)(5)
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST:
FIDELITY MEGA CAP STOCK FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013, by and between Fidelity Hastings 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 Mega Cap Stock 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 Fund, on behalf of the Portfolio, 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 Fund 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 |
.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 0.20%.
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.
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FIDELITY HASTINGS STREET TRUST |
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on behalf of Fidelity Mega Cap Stock 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 MANAGEMENT & RESEARCH COMPANY |
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By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
Exhibit (d)(1)
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST:
FIDELITY ADVISOR SERIES GROWTH & INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, by and between Fidelity Hastings 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 Advisor Series Growth & Income 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 shareholders and 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 dated September 19, 2012, 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 |
.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 0.20%.
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 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.
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FIDELITY HASTINGS STREET TRUST |
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|
on behalf of Fidelity Advisor Series Growth & Income 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 MANAGEMENT & RESEARCH COMPANY |
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|
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By |
/s/William E. Dailey |
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|
William E. Dailey |
|
|
Treasurer |
Exhibit (d)(7)
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST:
FIDELITY SERIES GROWTH & INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, by and between Fidelity Hastings 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 Growth & Income 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 shareholders and 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 dated September 19, 2012, 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 |
.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 0.20%.
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 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 Growth & Income 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 (d)(2)
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST:
FIDELITY FIFTY
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, by and between Fidelity Hastings 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 Fifty (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 Fund, on behalf of the Portfolio, 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 Fund 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 Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the Standard & Poor's 500 Index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (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 Assets |
Annualized Rate |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
Over 1,845 |
.2019 |
(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.
(c) Performance Adjustment Rate: Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest ..01% that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.
The performance period will commence with the first day of the first full month following the Portfolio's commencement of operations. During the first eleven months of the performance period for the Portfolio, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the Portfolio as of the last business day of such period. In computing the investment performance of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.
(e) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 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 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 HASTINGS STREET TRUST |
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on behalf of Fidelity Fifty |
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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 MANAGEMENT & RESEARCH COMPANY |
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By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
Exhibit (d)(1)
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY HASTINGS STREET TRUST:
FIDELITY FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, by and between Fidelity Hastings 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 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 Fund, on behalf of the Portfolio, 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 Fund 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 Assets |
Annualized Rate |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
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 0.09%.
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) 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, 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 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 HASTINGS STREET TRUST |
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on behalf of Fidelity 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 MANAGEMENT & RESEARCH COMPANY |
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By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED and RESTATED
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HASTINGS STREET TRUST:
FIDELITY GROWTH DISCOVERY FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013, by and between Fidelity Hastings 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 Growth Discovery 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 Fund, on behalf of the Portfolio, 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 Fund 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 Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than "an appropriate index" (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (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 |
.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 1,525 1,677 over |
--- |
1,386 1,525 1,677 1,845 1,845
|
.2167 .2130 .2093 .2056 .2019 |
(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.
(c) Performance Adjustment Rate: The performance period equals 36 months, the current month plus the previous 35 months. An adjustment to the monthly basic fee will be made by applying the Performance Adjustment Rate to the average net assets of the Portfolio over the performance period. One-twelfth of the resulting dollar figure will be added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the Index. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest 0.01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.
For purposes of calculating the performance adjustment of the Portfolio, the Portfolio's investment performance will be based on the performance of the retail class.
The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period. The resulting dollar amount is added to or deducted from the basic fee.
(e) The Index shall be the Russell 3000 Growth Index. For the 35 month period commencing on February 1, 2007 (such period hereafter referred to as the Transition Period), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance against the blended investment records of the Index and the index used to calculate the Portfolio's Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:
For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the calculation shall include only the investment record of the Index.
Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, 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, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the "Successor Index"). On the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser), the Performance Adjustment Rate shall be calculated by blending the index investment record of the Successor Index and the then current Index, as provided above in this sub-paragraph.
(f) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect.
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 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.
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FIDELITY HASTINGS STREET TRUST |
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on behalf of Fidelity Growth Discovery Fund |
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|
|
|
|
By |
/s/Kenneth B. Robins |
|
|
Kenneth B. Robins |
|
|
President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
|
|
William E. Dailey |
|
|
Treasurer |
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 Fund, Fidelity Growth Discovery Fund, Fidelity Mega Cap Stock Fund, Fidelity Advisor Series Growth & Income Fund, Fidelity Fifty and Fidelity Series Growth & Income Fund as of and for the year ended June 30, 2014, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting.
The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A trust'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 trust'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 trust; (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 trust are being made only in accordance with authorizations of management and trustees of the trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a trust'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 June 30, 2014.
This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Hastings Street Trust: Fidelity Fund, Fidelity Growth Discovery Fund, Fidelity Mega Cap Stock Fund, Fidelity Advisor Series Growth & Income Fund, Fidelity Fifty and Fidelity Series Growth & Income 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.
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 25, 2014