-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N+FqDl6OgV22PND/fDzLGoXsMGswdCnjsG52vBBNBpIg9Wv3ehOYMdgXIPFki4A/ XZkaFQy36p8X0csSq0r8EQ== 0000917286-09-000006.txt : 20090302 0000917286-09-000006.hdr.sgml : 20090302 20090302131849 ACCESSION NUMBER: 0000917286-09-000006 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 EFFECTIVENESS DATE: 20090302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY HASTINGS STREET TRUST CENTRAL INDEX KEY: 0000035348 IRS NUMBER: 046026953 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-00215 FILM NUMBER: 09646434 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173300814 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAIL ZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FUND INC DATE OF NAME CHANGE: 19851205 0000035348 S000007019 Fidelity Growth Discovery Fund C000019191 Fidelity Growth Discovery Fund FDSVX C000064239 Class K 0000035348 S000007020 Fidelity Fifty C000019192 Fidelity Fifty FFTYX 0000035348 S000007021 Fidelity Fund C000019193 Fidelity Fund FFIDX C000064240 Class K 0000035348 S000007022 Fidelity Mega Cap Stock Fund C000019194 Fidelity Growth & Income II Portfolio FGRTX C000059099 Fidelity Advisor Mega Cap Stock Fund: Class A C000059100 Fidelity Advisor Mega Cap Stock Fund: Class B C000059101 Fidelity Advisor Mega Cap Stock Fund: Class C C000059102 Fidelity Advisor Mega Cap Stock Fund: Class T C000059103 Fidelity Advisor Mega Cap Stock Fund: Institutional Class NSAR-A 1 answer00215.fil PAGE 1 000 A000000 12/31/2008 000 C000000 0000035348 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY HASTINGS STREET TRUST 001 B000000 811-00215 001 C000000 6037917481 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 4 007 C010100 1 007 C020100 Fidelity Fund 007 C030100 N 007 C010200 2 007 C020200 Fidelity Fifty 007 C030200 N 007 C010300 3 007 C020300 Fidelity Growth Discovery Fund 007 C030300 N 007 C010400 4 007 C020400 Fidelity Mega Cap Stock Fund 007 C030400 N 008 A00AA01 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B00AA01 A 008 C00AA01 801-7884 008 D01AA01 BOSTON 008 D02AA01 MA 008 D03AA01 02109 008 A00AA02 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B00AA02 S 008 C00AA02 801-28773 008 D01AA02 LONDON 008 D05AA02 ENGLAND 008 A00AA03 FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) 008 B00AA03 S 008 C00AA03 801-28774 008 D01AA03 BOSTON 008 D02AA03 MA 008 D03AA03 02109 PAGE 2 008 A00AA04 FIDELITY INVESTMENTS JAPAN LIMITED (FIJ) 008 B00AA04 S 008 C00AA04 801-00000 008 D01AA04 TOKYO 008 D05AA04 JAPAN 008 A00AA05 FMR CO., INC. 008 B00AA05 S 008 C00AA05 801-3447 008 D01AA05 BOSTON 008 D02AA05 MA 008 D03AA05 02109 008 A00AA06 FIL INVESTMENT ADVISORS 008 B00AA06 S 008 C00AA06 801-21347 008 D01AA06 PEMBROKE 008 D05AA06 BERMUDA 008 A00AA07 FIL INVESTMENT ADVISORS (U.K.) LTD 008 B00AA07 S 008 C00AA07 801-23620 008 D01AA07 LONDON 008 D05AA07 ENGLAND 008 A00AA08 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B00AA08 S 008 C00AA08 801-69507 008 D01AA08 HONG KONG 008 D05AA08 HONG KONG, SAR 008 A00AA09 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC 008 B00AA09 S 008 C00AA09 801-69571 008 D01AA09 BOSTON 008 D02AA09 MA 008 D03AA09 02109 011 A00AA01 FIDELITY DISTRIBUTORS CORPORATION 011 B00AA01 8-8775 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02109 012 A00AA01 FIDELITY INVESTMENTS INSTIT. 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0.000 048 J010400 0 048 J020400 0.000 048 K010400 0 048 K020400 0.000 049 000100 N 049 000200 N 049 000300 N 049 000400 N 050 000100 N 050 000200 N 050 000300 N 050 000400 N 051 000100 N 051 000200 Y 051 000300 Y 051 000400 N 052 000100 Y 052 000200 Y 052 000300 Y 052 000400 Y PAGE 14 053 A000100 Y 053 B000100 Y 053 C000100 N 053 A000200 Y 053 B000200 Y 053 C000200 N 053 A000300 Y 053 B000300 Y 053 C000300 N 053 A000400 Y 053 B000400 Y 053 C000400 N 054 A000100 Y 054 B000100 Y 054 C000100 N 054 D000100 N 054 E000100 N 054 F000100 N 054 G000100 Y 054 H000100 Y 054 I000100 N 054 J000100 Y 054 K000100 Y 054 L000100 N 054 M000100 Y 054 N000100 Y 054 O000100 Y 054 A000200 Y 054 B000200 Y 054 C000200 N 054 D000200 N 054 E000200 N 054 F000200 N 054 G000200 Y 054 H000200 Y 054 I000200 N 054 J000200 Y 054 K000200 Y 054 L000200 N 054 M000200 Y 054 N000200 Y 054 O000200 Y 054 A000300 Y 054 B000300 Y 054 C000300 N 054 D000300 N 054 E000300 N 054 F000300 N 054 G000300 Y 054 H000300 Y 054 I000300 N 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A000200 0 063 B000200 0.0 063 A000300 0 063 B000300 0.0 063 A000400 0 063 B000400 0.0 066 A000100 Y 066 B000100 N 066 C000100 N 066 D000100 Y 066 E000100 N 066 F000100 N 066 G000100 N 066 A000200 Y 066 B000200 N 066 C000200 Y 066 D000200 N 066 E000200 N 066 F000200 N 066 G000200 N 066 A000300 Y 066 B000300 N PAGE 18 066 C000300 Y 066 D000300 N 066 E000300 N 066 F000300 N 066 G000300 N 066 A000400 Y 066 B000400 N 066 C000400 N 066 D000400 N 066 E000400 N 066 F000400 N 066 G000400 Y 067 000100 N 067 000200 N 067 000300 N 067 000400 N 068 A000100 N 068 B000100 N 068 A000200 N 068 B000200 N 068 A000300 N 068 B000300 N 068 A000400 N 068 B000400 N 069 000100 N 069 000200 N 069 000300 N 069 000400 N 070 A010100 Y 070 A020100 Y 070 B010100 Y 070 B020100 N 070 C010100 Y 070 C020100 N 070 D010100 Y 070 D020100 N 070 E010100 Y 070 E020100 N 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 N 070 H010100 Y 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 Y 070 L010100 Y PAGE 19 070 L020100 Y 070 M010100 Y 070 M020100 Y 070 N010100 Y 070 N020100 Y 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 Y 070 Q010100 N 070 Q020100 N 070 R010100 Y 070 R020100 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 Y 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 N 070 K010200 Y 070 K020200 Y 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 Y 070 N010200 Y 070 N020200 Y 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 Y 070 Q010200 N 070 Q020200 N 070 R010200 Y 070 R020200 N 070 A010300 Y 070 A020300 Y PAGE 20 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 Y 070 K020300 Y 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 Y 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 Y 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 N 070 A010400 Y 070 A020400 Y 070 B010400 Y 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 N 070 E010400 Y 070 E020400 N 070 F010400 Y 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 Y 070 H020400 N 070 I010400 N PAGE 21 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y 070 K020400 Y 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 Y 070 N010400 Y 070 N020400 Y 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 Y 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 071 A000100 2485570 071 B000100 2384746 071 C000100 5648270 071 D000100 42 071 A000200 2076369 071 B000200 2116882 071 C000200 919451 071 D000200 226 071 A000300 1120577 071 B000300 1237634 071 C000300 1303405 071 D000300 86 071 A000400 305296 071 B000400 346011 071 C000400 544271 071 D000400 56 072 A000100 6 072 B000100 4495 072 C000100 54164 072 D000100 0 072 E000100 2722 072 F000100 9999 072 G000100 0 072 H000100 0 072 I000100 6317 072 J000100 73 072 K000100 0 072 L000100 0 072 M000100 13 072 N000100 66 072 O000100 0 072 P000100 0 PAGE 22 072 Q000100 564 072 R000100 47 072 S000100 37 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 284 072 X000100 17400 072 Y000100 42 072 Z000100 44023 072AA000100 0 072BB000100 810926 072CC010100 0 072CC020100 1610490 072DD010100 60642 072DD020100 1240 072EE000100 199008 072 A000200 6 072 B000200 1 072 C000200 5837 072 D000200 0 072 E000200 433 072 F000200 1904 072 G000200 0 072 H000200 0 072 I000200 1257 072 J000200 31 072 K000200 0 072 L000200 0 072 M000200 3 072 N000200 24 072 O000200 0 072 P000200 11 072 Q000200 155 072 R000200 29 072 S000200 6 072 T000200 0 072 U000200 0 072 V000200 0 072 W000200 65 072 X000200 3485 072 Y000200 104 072 Z000200 2890 072AA000200 0 072BB000200 432893 072CC010200 0 072CC020200 126130 072DD010200 2941 072DD020200 0 072EE000200 2246 072 A000300 6 PAGE 23 072 B000300 0 072 C000300 6774 072 D000300 0 072 E000300 806 072 F000300 3980 072 G000300 0 072 H000300 0 072 I000300 1654 072 J000300 71 072 K000300 0 072 L000300 0 072 M000300 4 072 N000300 39 072 O000300 0 072 P000300 0 072 Q000300 214 072 R000300 34 072 S000300 8 072 T000300 0 072 U000300 0 072 V000300 0 072 W000300 72 072 X000300 6076 072 Y000300 55 072 Z000300 1559 072AA000300 0 072BB000300 414805 072CC010300 0 072CC020300 278786 072DD010300 8572 072DD020300 114 072EE000300 0 072 A000400 6 072 B000400 0 072 C000400 6395 072 D000400 0 072 E000400 218 072 F000400 1236 072 G000400 0 072 H000400 0 072 I000400 577 072 J000400 10 072 K000400 0 072 L000400 0 072 M000400 1 072 N000400 38 072 O000400 0 072 P000400 6 072 Q000400 103 072 R000400 27 072 S000400 3 PAGE 24 072 T000400 2 072 U000400 0 072 V000400 0 072 W000400 27 072 X000400 2030 072 Y000400 22 072 Z000400 4605 072AA000400 0 072BB000400 115768 072CC010400 0 072CC020400 62563 072DD010400 8069 072DD020400 2 072EE000400 1265 073 A010100 0.3100 073 A020100 0.3400 073 B000100 0.9900 073 C000100 0.0000 073 A010200 0.0500 073 A020200 0.0000 073 B000200 0.0400 073 C000200 0.0000 073 A010300 0.0700 073 A020300 0.0900 073 B000300 0.0000 073 C000300 0.0000 073 A010400 0.0000 073 A020400 0.0000 073 B000400 0.0000 073 C000400 0.0000 074 A000100 740 074 B000100 27 074 C000100 0 074 D000100 202455 074 E000100 0 074 F000100 4243493 074 G000100 0 074 H000100 0 074 I000100 179476 074 J000100 13431 074 K000100 229 074 L000100 20821 074 M000100 60 074 N000100 4660732 074 O000100 11680 074 P000100 2441 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 69069 PAGE 25 074 S000100 0 074 T000100 4577542 074 U010100 193218 074 U020100 7877 074 V010100 22.76 074 V020100 22.76 074 W000100 0.0000 074 X000100 504859 074 Y000100 0 074 A000200 0 074 B000200 0 074 C000200 0 074 D000200 0 074 E000200 0 074 F000200 637217 074 G000200 0 074 H000200 0 074 I000200 18030 074 J000200 0 074 K000200 174 074 L000200 1883 074 M000200 9 074 N000200 657313 074 O000200 1378 074 P000200 261 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 12434 074 S000200 0 074 T000200 643240 074 U010200 58361 074 U020200 0 074 V010200 11.02 074 V020200 0.00 074 W000200 0.0000 074 X000200 141898 074 Y000200 0 074 A000300 0 074 B000300 0 074 C000300 0 074 D000300 0 074 E000300 0 074 F000300 884150 074 G000300 0 074 H000300 0 074 I000300 92232 074 J000300 2306 074 K000300 80 074 L000300 5753 PAGE 26 074 M000300 13 074 N000300 984534 074 O000300 4575 074 P000300 693 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 15355 074 S000300 0 074 T000300 963911 074 U010300 108374 074 U020300 3622 074 V010300 8.61 074 V020300 8.60 074 W000300 0.0000 074 X000300 141156 074 Y000300 0 074 A000400 0 074 B000400 0 074 C000400 0 074 D000400 0 074 E000400 0 074 F000400 448797 074 G000400 0 074 H000400 0 074 I000400 15713 074 J000400 18070 074 K000400 15 074 L000400 2650 074 M000400 6 074 N000400 485251 074 O000400 0 074 P000400 295 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 26541 074 S000400 0 074 T000400 458415 074 U010400 65910 074 U020400 27 074 V010400 0.00 074 V020400 0.00 074 W000400 0.0000 074 X000400 36073 074 Y000400 0 075 A000100 0 075 B000100 5690701 075 A000200 0 PAGE 27 075 B000200 905881 075 A000300 0 075 B000300 1313293 075 A000400 0 075 B000400 535466 076 000100 0.00 076 000200 0.00 076 000300 0.00 076 000400 0.00 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE KENNETH B. ROBINS TITLE PRESIDENT AND TREASURER EX-99.77Q1 OTHR EXHB 2 q77q1_subadvisory6.htm SUB ADVISORY 4:

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT

between

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED

and

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

WHEREAS Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Advisor"), has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective Portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor is to act as investment advisor to each of the Portfolios,

WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons (including the U.K. Sub-Adviser and Fidelity Investments Japan Limited), may provide investment advice and research services to the Advisor on behalf of the Portfolios pursuant to a number of agreements,

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of such Portfolios under a Master International Research Agreement;

WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located outside of the United States and Canada, principally in the U.K. and Europe; and

NOW THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as follows:

1. Delegated Duties: The Sub-Advisor hereby delegates to the U.K. Sub-Advisor and the U.K. Sub-Advisor accepts responsibility for performing such investment advice and research services, particularly with respect to issuers, companies, governments and economic conditions located outside of the U.S. and Canada, principally in the U.K. and Europe, with respect to all or a portion of the investments of each Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement, as may be requested by the Sub-Advisor. The services and the portion of the investments of each Portfolio advised by the U.K. Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing the investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Sub-Advisor, the U.K. Sub-Advisor shall provide investment advice and research services to the Sub-Advisor with respect to all or a portion of the investments of each Portfolio. In connection with providing such investment advice and research services, the U.K. Sub-Advisor shall furnish to the Sub-Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The U.K. Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the U.K Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust(s) to the extent required pursuant to the Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The U.K. Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trusts, the Advisor, and the Sub-Advisor as the Trusts' Board of Trustees, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the U.K. Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K. Sub-Advisor a sub-advisory fee (the "U.K. Sub-Advisory Fee"). The U.K. Sub-Advisory Fee shall be equal to the administrative costs incurred by the U.K. Sub-Advisor in providing investment advice and research services hereunder. The U.K. Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and the U.K. Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the U.K. Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIIAL U.K. Sub-Advisory Agreement") shall not be allocated any portion of the U.K. Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIIAL U.K. Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As further consideration, the Sub-Advisor shall provide the U.K. Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the U.K. Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that the Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor, the Sub-Advisor or the U.K. Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor, the Sub-Advisor or the U.K. Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Advisor, the Sub-Advisor or the U.K. Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The Services of the U.K. Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the U.K. Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the U.K. Sub-Advisor's ability to meet all of its obligations hereunder. The U.K. Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor, the Sub-Advisor or the Trusts.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor, the U.K. Sub-Advisor and the Trust. Nothing in this Agreement makes the U.K. Sub-Advisor an agent of the Advisor, Sub-Advisor or the Trust and the U.K. Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor, Sub-Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The U.K. Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor, Sub-Advisor or the Trust. The U.K. Sub-Advisor has no power or authority to act for, represent, or bind the Advisor, Sub-Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the U.K. Sub-Advisor, the U.K. Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Trusts or to any shareholder of the Portfolios 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.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8, this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the U.K. Sub-Advisor, the Sub-Advisor and the affected Trust(s) 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 subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The U.K. Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trusts and agrees that any obligations of any Trust or Portfolio arising in connection with this Agreement shall be limited in all cases to the Trust or a Portfolio and its assets, and the U.K. Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the U.K. Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED

BY:

/s/Richard Wane

Richard Wane

Director

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang

Director

EX-99.77Q1 OTHR EXHB 3 q77q1_managementcontract1.htm MANAGEMENT CONTRACT

Exhibit (d)(4)

MANAGEMENT CONTRACT

between

FIDELITY HASTINGS STREET TRUST:

FIDELITY GROWTH & INCOME II FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, 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 & Income II 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 dated July 1, 2001, 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, 2007.

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. 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

(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, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY HASTINGS STREET TRUST

on behalf of Fidelity Growth & Income II Fund

By

/s/ Kimberly Monasterio

Kimberley Monasterio

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/ JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 4 q77q1_managementcontract2.htm MANAGEMENT CONTRACT

Exhibit (d)(3)

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, 2008, 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 dated August 1, 2007, 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, 2008.

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. 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

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, 2009 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 Growth Discovery Fund

By

/s/Kenneth B. Robins

Kenneth B. Robins

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 5 q77q1_subadvisory1.htm SUB ADVISORY 4:

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.

AGREEMENT AMENDED and RESTATED as of this 17th day of July, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios;

WHEREAS required authorization and approval by Trustees having been obtained, each Trust, on behalf of each Portfolio, the Advisor, and the Sub-Advisor hereby consent, pursuant to Paragraph 9 of the existing Sub-Advisory Agreement, to a modification of said Agreement in the manner set forth below; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust 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.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio 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 subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 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 hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.

BY:

/s/JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 6 q77q1_subadvisory2.htm SUB ADVISORY

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited

AGREEMENT made this 9th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios;

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust 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.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio 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 subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 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 hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited

BY:

/s/ JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/ JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 7 q77q1_subadvisory3.htm SUB ADVISORY

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Japan), INC.

AGREEMENT made this 29th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios;

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust 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.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio 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 subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 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 hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (Japan), INC.

BY:

/s/JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 8 q77q1_subadvisory4.htm SUB ADVISORY

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT

between

FIDELITY INVESTMENTS JAPAN LIMITED

and

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").

WHEREAS, Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Advisor"), has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust"), on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor has agreed to act as investment advisor to each of the Portfolios;

WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons (including the Japan Sub-Adviser and Fidelity International Investment Advisors (U.K.) Limited), may provide investment advice and research services to the Advisor on behalf of the Portfolios pursuant to a number of agreements;

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of the Portfolios under a Master International Research Agreement; and

WHEREAS, the Japan Sub-Advisor has personnel in Japan and has been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located outside of the United States and Canada, primarily in Japan;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the Japan Sub-Advisor agree as follows:

1. Delegated Duties: The Sub-Advisor hereby delegates to the Japan Sub-Advisor and the Japan Sub-Advisor hereby accepts responsibility for performing such investment advice and research services, particularly with respect to issuers, companies, governments and economic conditions outside of the U.S. and Canada, primarily in Japan , with respect to all or a portion of the investments of each Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement, as may be requested by the Sub-Advisor. The services and the portion of the investments of each Portfolio to be advised by the Japan Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the Japan Sub-Advisor. The Japan Sub-Advisor shall pay the salaries and fees of all personnel of the Japan Sub-Advisor performing the investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Sub-Advisor, the Japan Sub-Advisor shall provide investment advice and research services to the Sub-Advisor with respect to all or a portion of the investments of each Portfolio. In connection with providing such investment advice and research services, the Japan Sub-Advisor shall furnish to the Sub-Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Sub-Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Japan Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Japan Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust(s) to the extent required pursuant to the Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The Japan Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trusts, the Advisor and the Sub-Advisor as the Trusts' Board of Trustees, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the Japan Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Japan Sub-Advisor a sub-advisory fee (the "Japan Sub-Advisory Fee"). The Japan Sub-Advisory Fee shall be equal to the administrative costs incurred by the Japan Sub-Advisor in providing investment advice and research services hereunder. The Japan Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and Japan Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the Japan Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIJ Sub-Advisory Agreement") shall not be allocated any portion of the Japan Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIJ Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As other consideration, the Sub-Advisor shall provide the Japan Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Japan Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement, or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Sub-Advisor, the Advisor or the Japan Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the Japan Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Japan Sub-Advisor's ability to meet all of its obligations hereunder. The Japan Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor, the Sub-Advisor or the Trusts.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the Trust. Nothing in this Agreement makes the Japan Sub-Advisor an agent of the Advisor, Sub-Advisor or the Trust and the Japan Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor, Sub-Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Japan Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor, Sub-Advisor or the Trust. The Japan Sub-Advisor has no power or authority to act for, represent, or bind the Advisor, Sub-Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Trusts or to any shareholder of the Portfolios 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.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8 this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the affected Trust(s) 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 subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Japan Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trusts and agrees that any obligations of any Trust or Portfolio arising in connection with this Agreement shall be limited in all cases to the Trust and Portfolio and its assets, and the Japan Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the Japan Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, all as of the date written above.

FIDELITY INVESTMENTS JAPAN LIMITED

BY:

/s/Christopher Quinlan

Christopher Quinlan

Chief Operating Officer

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang

Director

EX-99.77Q1 OTHR EXHB 9 q77q1_subadvisory5.htm SUB ADVISORY

AMENDED AND RESTATED MASTER INTERNATIONAL

RESEARCH AGREEMENT

between

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of August 2007 by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

WHEREAS, the Sub-Advisor and its subsidiaries and other affiliated persons (including Fidelity International Investment Advisors (U.K.) Limited and Fidelity Investments Japan Limited) may provide investment advice and research services to Advisor pursuant to a number of individual agreements in respect of each Portfolio; and

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of such Portfolios under this Master International Research Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Advisor and the Sub-Advisor agree as follows:

1. Delegation of Duties: The Advisor hereby delegates to the Sub-Advisor, and the Sub-Advisor hereby accepts responsibility for performing such investment advice and research services with respect to all or a portion of the investments of each Portfolio as may be requested by the Advisor. The services and the portion of the investments of each Portfolio to be advised by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice and research services, particularly with respect issuers, companies, governments and economic conditions outside of the U.S. and Canada, to the Advisor on behalf of each Portfolio with respect to all or a portion of the investments of such Portfolio. In connection with providing such investment advice and research services, the Sub-Advisor shall furnish to the Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust or Trusts to the extent required pursuant to the Investment Company Act of 1940 Act ("1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to each Trust and the Advisor as the Trusts' Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement on behalf of each of the Portfolios listed on Schedule A and in full consideration of the services provided hereunder, the Advisor agrees to pay the Sub-Advisor and the Sub-Adviser agrees to receive an annual aggregate Sub-Advisory Fee of fifty million dollars ($50,000,000). The aggregate fee shall be allocated amongst each of the Portfolios listed on Schedule A, as it may be amended from time to time, based on their relative international net assets. The Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Advisor and the Sub-Advisor. Notwithstanding the foregoing; a Portfolio that is party to a sub-advisory agreement with the Advisor and the Sub-Adviser for the provision of either discretionary or non-discretionary services ("FMR/FIIA Sub-Advisory Agreement") shall not be allocated any portion of the aggregate Sub-Advisory Fee payable hereunder during any period in which such FMR/FIIA Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Advisor or the Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor and the Trust. Nothing in this Agreement makes the Sub-Advisor an agent of the Advisor or the Trust and the Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor or the Trust. The Sub-Advisor has no power or authority to act for, represent, or bind the Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trusts or to any shareholder of the Portfolios 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.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8, this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the affected Trust(s) 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 subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of each Trust and agrees that any obligations of the Trusts or the Portfolios arising in connection with this Agreement shall be limited in all cases to the Trust or Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang
Director

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant
Vice President

EX-99.77Q1 OTHR EXHB 10 q77q1_ntforsubcustodians.txt SUB CUSTODIAN Exhibit 77Q1 - Additional Items Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, the registrant has included the complete list of foreign sub-custodians below. Item 15 CUSTODIAN: The Northern Trust Company Subcustodian Name City Country Citibank NA Buenos Aires Argentina HSBC Bank Australia Limited Sydney Australia UniCredit Bank Austria A.G Vienna Austria HSBC Bank Middle East Limited Manama Bahrain Standard Chartered Bank Dhaka Bangladesh ING Belgium SANV Brussels Belgium The Bank of Bermuda Limited Hamilton Bermuda Raiffeisenzentralbank Osterreich AG Vienna Bosnia and Herzegovina Barclays Bank of Botswana Limited Gaborone Botswana Citibank NA Sao Paulo Brazil ING Bank NV Sofia Bulgaria The Northern Trust Company Toronto Canada Banco de Chile Santiago Chile HSBC Bank (China) Company Limited Shanghai China A Share HSBC Bank (China) Company Limited Shanghai China B Share Cititrust Colombia Bogota Colombia Bank Austria Creditanstalt AG Vienna Croatia Citibank International plc Athens Cyprus UniCredit Bank Czech Republic a.s. Prague Czech Republic Nordea Bank Danmark AS Taastrup Denmark Citibank NA Cairo Egypt AS Hansapank Tallinn Estonia Nordea Bank Finland PLC Helsinki Finland BNP Paribas Securities Services SA Paris France Deutsche Bank AG Eschborn Germany Barclays Bank of Ghana Limited Accra Ghana Citibank International PLC Athens Greece The Hongkong & Shanghai Banking Corporation Limited Kowloon Hong Kong UniCredit Bank Hungary Zrt Budapest Hungary NBI hf Reykjavik Iceland Citibank NA Mumbai India Standard Chartered Bank Jakarta Indonesia The Northern Trust Company London London Ireland Bank Leumi Le-Israel BM Tel-Aviv Israel BNP Paribas Securities Services Milan Italy The Hongkong & Shanghai Banking Corporation Limited Tokyo Japan HSBC Bank Middle East Limited Amman Jordan HSBC Bank Kazakhstan JSC Almaty Kazakhstan Barclays Bank of Kenya Limited Nairobi Kenya The Hongkong & Shanghai Banking Corporation Limited Seoul Korea (South) HSBC Bank Middle East Limited Kuwait City Kuwait Hansabanka As Riga Latvia HSBC Bank Middle East Limited Beirut Lebanon SEB Bankas Vilnius Lithuania ING Belgium SANV Brussels Luxembourg HSBC Bank Malaysia Berhad Kuala Lumpur Malaysia HSBC Bank Malta PLC Valletta Malta The Hongkong & Shanghai Banking Corporation Limited Port Louis Mauritius Banco Nacional de Mexico SA Colonia Santa Fe Mexico Attijariwafa Bank Casablanca Morocco Standard Bank Namibia Limited Windhoek Namibia Fortis Bank (Nederland) NV Amsterdam Netherlands Australia and New Zealand Banking Group Limited Wellington New Zealand Stanbic IBTC Bank Plc Lagos Nigeria Nordea Bank Norge ASA Oslo Norway HSBC Bank Middle East Limited Muscat Oman Citibank NA Karachi Pakistan HSBC Bank Middle East Limited Ramallah Palestine Citibank del Peru SA Lima Peru The Hongkong & Shanghai Banking Corporation Limited Manila Philippines Bank Polska Kasa Opieki SA Warsaw Poland Banco Santander de Negocios Portugal Lisbon Portugal HSBC Bank Middle East Limited Doha Qatar ING Bank NV Bucharest Romania ING Bank (Eurasia) ZAO Moscow Russia Saudi British Bank Securities Limited Riyadh Saudi Arabia UniCredit Bank Serbia JSC Belgrade Serbia DBS Bank Limited Singapore Singapore ING Bank NV Bratislava Branch Bratislava Slovak Republic UniCredit Banka Slovenija d.d. Ljubljana Slovenia Standard Bank of South Africa Limited Johannesburg South Africa BNP Paribas Securities Services SA Madrid Spain Standard Chartered Bank Colombo Sri Lanka Standard Bank Swaziland Limited Mbabane Swaziland Skandinaviska Enskilda Banken AB (Publ) Stockholm Sweden UBS AG Zurich Switzerland Bank of Taiwan Taipei Taiwan Citibank NA Bangkok Thailand Republic Bank Port of Spain Trinidad & Tobago Banque Internationale Arabe de Tunisie Tunis Tunisia Citibank AS Istanbul Turkey Barclays Bank of Uganda Limited Kampala Uganda The Northern Trust Company London London UK ING Bank Ukraine Kiev Ukraine HSBC Bank Middle East Limited Dubai United Arab Emirates - ADX HSBC Bank Middle East Limited Dubai United Arab Emirates - DFM HSBC Bank Middle East Limited Dubai United Arab Emirates - NASDAQ Dub The Northern Trust Company Chicago United States Banco Itau Uruguay SA Montevideo Uruguay Citibank NA Caracas Venezuela HSBC Bank (Vietnam) Ltd Ho Chi Minh City Vietnam Barclays Bank of Zambia Limited Lusaka Zambia Barclays Bank of Zimbabwe Limited Harare Zimbabwe
EX-99.77Q1 OTHR EXHB 11 q77q1_citiforsubcustodians.txt SUB CUSTODIAN Exhibit 77Q1 - Additional Items Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, the registrant has included the complete list of foreign sub-custodians below. Item 15 CUSTODIAN: CITIBANK N.A. Country Subcustodian Name City Argentina Citibank N.A. Buenos Aires Australia Citigroup Pty. Limited Melbourne Austria Citibank N.A. Milan Bahrain HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddManama Bangladesh Standard Chartered Bank Dhaka Belgium Citibank International plc London Belgium Euroclear Bank s.a.n.v. Brussels Bermuda HongKong & Shanghai Banking Corporation Ltd acting through its agent Bank of BermudHamilton Bosnia Bank Austria Creditanstalt AG (Vienna) acting through its agent HVB Central Profit Sarajevo Botswana Barclays Bank of Botswana Ltd. Gaborone Brazil Citibank N.A. Sao Paulo Bulgaria ING Bank Bulgaria N.V. Sofia Branch Bulgaria Canada Citibank Canada Toronto Chile Banco de Chile Santiago China Citibank N.A.Citibank (China) Co. Ltd Hong Kong & Shanghai Colombia Cititrust Colombia S.A. Sociedad Fiduciaria Santa Fe de Bogota Costa Rica Banco BCT S.A. San Jose Croatia Privredna Banka Zagreb d.d. Zagreb Cyprus Hellenic Bank Limited Nicosia Czech Republic Citibank Europe plc organizacni slozka Praha Denmark Nordea Bank Danmark AS Taastrup Egypt Citibank N.A. Garden City Cairo Estonia AS Hansabank Tallinn Finland Nordea Bank Finland Plc. Helsinki France Citibank International Plc. London Germany Citigroup Global Markets Deutschland AG & Co. KgaA Frankfurt Ghana Barclays Bank of Ghana Limited Accra Greece Citibank International Plc. Athens Hong Kong Citibank N.A. Hong Kong Hungary Citibank Europe plc Hungarian Branch Office Budapest Iceland (Equities) Kaupthing Bank hf acting through its agent Arion Custody Services Reykjavik Iceland (Fixed Income) Clearstream Banking Luxembourg India Citibank N.A. Mumbai Indonesia Citibank N.A. Jakarta Ireland Citibank N.A. London Israel Citibank N.A. Tel Aviv Italy Citibank N.A. Milan Jamaica Scotia DBG Investments Management Limited Kingston Japan Citibank Japan Limited Tokyo Jordan HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddAmman Kazakhstan JSC Citibank Kazakhstan Almaty Kenya Barclays Bank of Kenya Limited Nairobi Korea Citibank Korea Inc. Seoul Kuwait HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Middle EaSafat Latvia AS Hansabank acting through its agent Hansabanka AS Tallinn Lebanon HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddBeirut Lithuania AS Hansabank acting through its agent AB Bankas Hansabankas Tallinn Luxembourg Clearstream Banking Luxembourg Malaysia Citibank Berhad Kuala Lumpur Malta HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MaltValletta Mexico Banco Nacional de Mexico S.A. Santa Fe D.F Morocco Citibank Maghreb Casablanca Mauritius HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddPort Louis Namibia Standard Bank of South Africa Ltd acting through its agent Standard Bank Namibia LtWindhoek Netherlands Citibank International Plc. London New Zealand Citibank N.A. Auckland Nigeria Standard Bank of South Africa Ltd acting through its agent Stanbic Bank Nigeria LimLagos Norway Nordea Bank Norge ASA Oslo Oman HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddRuwi Pakistan Citibank N.A. Karachi Palestine HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddRamallah Panama HSBC Bank (Panama) SA Panama City Peru Citibank del Peru S.A. Lima Philippines Citibank N.A. Makati Metro Poland Bank Handlowy w Warszawie SA Warsaw Portugal Citibank International Plc. Lisboa Qatar HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddDoha Romania Citibank Europe plc Dublin Romania Branch Bucharest Russia ZAO Citibank Moscow Saudi Arabia HongKong & Shanghai Banking Corporation Ltd acting through its agent The Saudi BritRiyadh Serbia Bank Austria Creditanstalt AG (Vienna) acting through its agent UniCredit Bank SerbBelgrade Singapore Citibank N.A. Singapore Slovak Republic Citibank Europe plc pobocka zahranicnej banky Bratislava Slovenia UniCredit Banka Slovenija d.d.. Ljubljana. Ljubljana South Africa FirstRand Bank Ltd acting through its Division FNB Corporate Custody Services Johannesburg Spain Citibank International Plc. Madrid Sri Lanka Citibank N.A. Colombo Sweden Citibank International PLC Sweden Branch Stockholm Switzerland Citibank N.A. London Taiwan Citibank N.A. Taipei Thailand Citibank N.A. Bangkok Tunisia Banque International Arabe de Tunisie Bourguida Turkey Citibank A.S. Istanbul Uganda Barclays Bank of Uganda Limited Kampala United Arab Emirates Abu DhaHongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddDubai United Arab Emirates DIFX HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddDubai United Arab Emirates Dubai HongKong & Shanghai Banking Corporation Ltd acting through its agent HSBC Bank MiddDubai Ukraine JSCB Citibank (Ukraine) Kyiv United Kingdom Citibank N.A. London United States Citibank N.A. New York Venezuela Citibank N.A. Grande Caracas Vietnam Citibank N.A. Ha Noi Zambia Barclays Bank of Zambia plc. Lusaka Zimbabwe Barclays Bank of Zimbabwe Ltd. Harare
EX-99.77Q1 OTHR EXHB 12 q77q1_jpmforsubcustodians.txt SUB CUSTODIAN Exhibit 77Q1 - Additional Items Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, the registrant has included the complete list of foreign sub-custodians below. Item 15 CUSTODIAN: JPMorgan Chase Country Subcustodian Name City Argentina HSBC Bank Argentina S.A Buenos Aires Australia JPMorgan Chase Bank N.A. Sydney Austria UniCredit Bank Austria AG Vienna Bahrain HSBC Bank Middle East Limited Manama Bangladesh Standard Chartered Bank Dhaka Belgium Fortis Bank (Nederland) N.V. Amsterdam Bermuda The Bank of Bermuda Limited Hamilton Botswana Barclays Bank of Botswana Limited Gaborone Brazil HSBC Bank Brasil S.A. Banco Multiplo Sao Paulo Bulgaria ING Bank N.V. Sofia Canada Canadian Imperial Bank of Commerce Toronto Canada Royal Bank of Canada Toronto Chile Banco de Chile Santiago China (Shanghai) HSBC Bank (China) Company Limited Shanghai China (Shenzhen) HSBC Bank (China) Company Limited Shanghai Colombia Santander Investment Trust Colombia S.A. Bogota Croatia Privredna banka Zagreb d.d. Zagreb Cyprus Marfin Popular Bank Public Company Ltd. Nicosia Czech Republic UniCredit Bank Czech Republic a.s. Prague Denmark Danske Bank AS Copenhagen Egypt Citibank N.A. Cairo Estonia Hansabank Tallinn Finland Nordea Bank Finland Plc Helsinki France BNP Paribas Securities Services S.A. Paris France Societe Generale Paris Germany Deutsche Bank AG Frankfurt Ghana Barclays Bank of Ghana Limited Accra Greece HSBC Bank PLC Athens Hong Kong The Hongkong and Shanghai Banking Corporation Limited Hong Kong Hungary Deutsche Bank Zrt. Budapest Iceland* Nyi Glitnir banki hf. Reykjavik India The Hongkong and Shanghai Banking Corporation Limited Mumbai India Standard Chartered Bank Mumbai Indonesia Deutsche Bank AG Jakarta International Securities Market Euroclear Bank Ireland Bank of Ireland Dublin Israel Bank Leumi le-Israel B.M. Tel Aviv Italy Intesa Sanpaolo S.p.A. Milan Ivory Coast* Societe Generale de Banques en Cote dIvoire Abidjan Jamaica* To Be Determined Japan Mizuho Corporate Bank Limited Tokyo Japan The Bank of Tokyo-Mitsubishi UFJ Limited Tokyo Tokyo Jordan HSBC Bank Middle East Limited Amman Kazakhstan SB HSBC Bank Kazakhstan JSD Almaty Kenya Barclays Bank of Kenya Limited Nairobi Kuwait HSBC Bank Middle East Limited Safat Latvia Hansabanka Riga Lebanon HSBC Bank Middle East Limited Ras-Beirut Lithuania AB SEB Bankas Vilnius Luxembourg BGL S.A. Luxembourg Malaysia HSBC Bank Malaysia Berhad Kuala Lumpur Malta HSBC Bank Malta p.i.c. Valletta Mauritius The Hongkong and Shanghai Banking Corporation Limited Port Louis Mexico Banco Nacional de Mexico S.A. Mexico D.F. Morocco Societe Generale Marocaine de Banques Casablanca Namibia Standard Bank Namibia Limited Windhoek Netherlands KAS Bank N.V. Amsterdam New Zealand National Australia Bank Limited Auckland (National Nominees LiAuckland Nigeria Stanbic IBTC Bank Plc Lagos Norway Nordea Bank Norge ASA Oslo Oman HSBC Bank Middle East Limited Ruwi Pakistan Standard Chartered Bank (Pakistan) Limited Karachi Panama HSBC Bank (Panama) S.A. Panama City Peru Citibank del Peru S.A. Lima Philippines The Hongkong and Shanghai Banking Corporation Limited Manila Poland Bank Handlowy w. Warszawie S.A. Warsaw Portugal Banco Espirito Santo S.A. Lisbon Qatar HSBC Bank Middle East Limited Doha Romania ING Bank N.V. Bucharest Russia* J.P. Morgan Bank International (Limited Liability Company) Moscow Russia ING Bank (Eurasia) ZAO (Closed Joint Stock Company) Moscow Saudi Arabia SABB Securities Limited Riyadh Serbia UniCredit Bank Srbija a.d. Belgrade Singapore DBS Bank Ltd. Singapore Singapore Slovak Republic UniCredit Bank Slovakia a.s. Bratislava Slovenia UniCredit Banka Slovenija d.d. Ljubljana South Africa FirstRand Bank Limited Johannesburg South Korea Standard Chartered First Bank Korea Limited Seoul Spain Santander Investment S.A. Madrid Sri Lanka The Hongkong and Shanghai Banking Corporation Limited Colombo Sweden Skandinaviska Enskilda Banken AB (publ) Stockholm Switzerland UBS AG Zurich Taiwan JPMorgan Chase Bank N.A. Taipei Thailand Standard Chartered Bank (Thai) Public Company Limited Bangkok Tunisia Banque Internationale Arabe de Tunisie S.A. Tunis Turkey Citibank A.S. Istanbul Ukraine* ING Bank Ukraine Kiev United Arab Emirates - DFM HSBC Bank Middle East Limited Dubai United Arab Emirates - NASDAQ Dubai HSBC Bank Middle East Limited Dubai United Arab Emirates - ADX HSBC Bank Middle East Limited Dubai United Kingdom JPMorgan Chase Bank N.A. London United Kingdom Deutsche Bank AG London (The Depository and Clearing Centre) London United States JPMorgan Chase Bank N.A. New York Uruguay Banco Itau Uruguay S.A. Montevideo Venezuela Citibank N.A. Caracas Vietnam HSBC Bank (Vietnam) Ltd. Ho Chi Minh City Zambia Barclays Bank Zambia Plc Lusaka Lusaka Zimbabwe* Barclays Bank of Zimbabwe Limited Harare *Restricted Service Only
EX-99.77Q1 OTHR EXHB 13 q77q1_bbhforsubcustodians2.txt SUB CUSTODIAN Exhibit 77Q1 - Additional Items Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, the Registrant has included the complete list of foreign sub-custodians below. ITEM 15 CUSTODIAN: BROWN BROTHERS HARRIMAN & CO. Country City Foreign Sub-Custodian ARGENTINA BUENOS AIRES HSBC BANK ARGENTINA S.A. AUSTRALIA SYDNEY JPMORGAN CHASE BANK AUSTRIA VIENNA BANK AUSTRIA CREDITANSTALT AG BAHRAIN AL SEEF HSBC BANK MIDDLE EAST LIMITED BANGLADESH DHAKA STANDARD CHARTERED BANK BELGIUM AMSTERDAM FORTIS BANK (NEDERLAND) N.V. BERMUDA HAMILTON THE BANK OF BERMUDA LIMITED BOTSWANA GABORONE BARCLAYS BANK OF BOTSWANA LIMITED. BRAZIL SAO PAULO HSBC BANK BRASIL S.A. BANCO MULTIPLO BULGARIA SOFIA ING BANK N.V. CANADA TORONTO CANADIAN IMPERIAL BANK OF COMMERCE CANADA TORONTO ROYAL BANK OF CANADA CHILE SANTIAGO BANCO DE CHILE CHINA SHANGHAI HSBC BANK (CHINA) COMPANY LIMITED CHINA SHENZHEN HSBC BANK (CHINA) COMPANY LIMITED COLOMBIA BOGOTA SANTANDER INVESTMENT TRUST COLOMBIA S.A. CROATIA ZAGREB PRIVREDNA BANKA ZAGREB D.D. CYPRUS NICOSIA MARFIN POPULAR BANK PUBLIC COMPANY LTD. CZECH REPUBLIC PRAGUE UNICREDIT BANK CZECH REPUBLIC A.S. DENMARK COPENHAGEN DANSKE BANK AS EGYPT CAIRO CITIBANK N.A. ESTONIA TALLINN HANSABANK FINLAND HELSINKI SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) FRANCE PARIS BNP PARIBAS SECURITIES SERVICES S.A. FRANCE PARIS SOCIETE GENERALE GERMANY ESCHBORN DEUTSCHE BANK AG GERMANY FRANKFURT J.P. MORGAN AG GHANA ACCRA BARCLAYS BANK OF GHANA LIMITED GREECE ATHENS HSBC BANK PLC HONG KONG WAN CHAI HONGKONG & SHANGHAI BANKING CORPORATION HUNGARY BUDAPEST DEUTSCHE BANK ZRT. ICELAND REYKJAVIK GLITNIR BANKI HF INDIA MUMBAI HONGKONG & SHANGHAI BANKING CORPORATION INDIA MUMBAI STANDARD CHARTERED BANK INDONESIA JAKARTA HONGKONG & SHANGHAI BANKING CORPORATION IRELAND DUBLIN BANK OF IRELAND ISRAEL TEL AVIV BANK LEUMI LE-ISRAEL B.M. ITALY MILAN INTESA SANPAOLO S.P.A. IVORY COAST ABIDJAN SOCIETE GENERALE DE BANQUES EN COTE DLVOIRE JAMAICA KINGSTON FIRSTCARIBBEAN INTERNATIONAL SECURITIES LTD. JAPAN TOKYO MIZUHO CORPORATE BANK LIMITED JAPAN TOKYO BANK OF TOKYO-MITSUBISHI UFJ LTD. JORDAN WESTERN AMMAN HSBC BANK MIDDLE EAST LIMITED KAZAKHSTAN ALMATY SB HSBC BANK KAZAKHSTAN JSC KENYA NAIROBI BARCLAYS BANK OF KENYA LIMITED KUWAIT SAFAT HSBC BANK MIDDLE EAST LIMITED LATVIA RIGA HANSABANKA LEBANON BEIRUT HSBC BANK MIDDLE EAST LIMITED LITHUANIA VILNIUS AB SEB BANKAS LUXEMBOURG LUXEMBOURG FORTIS BANQUE LUXEMBOURG S.A. MALAYSIA KUALA LUMPUR HSBC BANK MALAYSIA BERHAD MALTA VALLETTA HSBC BANK MALTA P.L.C. MAURITIUS PORT LOUIS HONGKONG & SHANGHAI BANKING CORPORATION MEXICO MEXICO CITY BANCO NACIONAL DE MEXICO S.A. MOROCCO CASABLANCA ATTIJARIWAFA BANK S.A. NAMIBIA WINDHOEK STANDARD BANK NAMIBIA LIMITED NETHERLANDS AMSTERDAM KAS BANK N.V. NEW ZEALAND AUCKLAND NATIONAL AUSTRALIA BANK LIMITED NIGERIA LAGOS STANBIC IBTC CHARTERED BANK PLC NORWAY OSLO DNB NOR BANK ASA OMAN RUWI HSBC BANK MIDDLE EAST LIMITED PAKISTAN KARACHI STANDARD CHARTERED BANK PANAMA PANAMA CITY HSBC BANK (PANAMA) S.A. PERU LIMA CITIBANK DEL PERU S.A. PHILIPPINES MANILA HONGKONG & SHANGHAI BANKING CORPORATION POLAND WARSAW BANK HANDLOWY W. WARSZAWIE S.A. PORTUGAL LISBON BANCO ESPIRITO SANTO S.A. QATAR DOHA HSBC BANK MIDDLE EAST LIMITED ROMANIA BUCHAREST ING BANK N.V. RUSSIA MOSCOW J.P. MORGAN BANK INTERNATIONAL LLC RUSSIA MOSCOW ING BANK (EURASIA) ZAO SAUDI ARABIA RIYADH SABB SECURITIES LIMITED SERBIA BELGRADE UNICREDIT BANK SRBIJA A.D. SINGAPORE SINGAPORE DBS BANK LIMITED SLOVAK REPUBLIC BRATISLAVA UNICREDIT BANK SLOVAKIA A.S. SLOVENIA LJUBLJANA UNICREDIT BANKA SLOVENIJA D.D. SOUTH AFRICA JOHANNESBURG FIRSTRAND BANK LIMITED SOUTH KOREA SEOUL STANDARD CHARTERED FIRST BANK KOREA LTD. SPAIN MADRID SANTANDER INVESTMENT S.A. SRI LANKA COLOMBO HONGKONG & SHANGHAI BANKING CORPORATION SWEDEN STOCKHOLM SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) SWITZERLAND ZURICH UBS AG TAIWAN TAIPEI JPMORGAN CHASE BANK THAILAND BANGKOK STANDARD CHARTERED BANK (THAI) PCL TUNISIA TUNIS CEDEX BANQUE INTERNATIONALE ARABE DE TUNISIE S.A. TURKEY ISTANBUL CITIBANK A.S. UKRAINE KIEV ING BANK UKRAINE UNITED ARAB EMIRATES DUBAI HSBC BANK MIDDLE EAST LIMITED UNITED KINGDOM LONDON DEUTSCHE BANK AG UNITED KINGDOM LONDON JPMORGAN CHASE BANK URUGUAY MONTEVIDEO BANCO ITAU URUGUAY S.A. VENEZUELA CARACAS CITIBANK N.A. VIETNAM HO CHI MINH CITY HONGKONG & SHANGHAI BANKING CORPORATION ZAMBIA LUSAKA BARCLAYS BANK OF ZAMBIA PLC ZIMBABWE HARARE BARCLAYS BANK OF ZIMBABWE LIMITED
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