-----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, FwbS8VqTcjGfLsYXVB9UqmjT/0BOesZySxA9QMEwAnMJoX/4kMlYo92Rrc7Rr9i3 XgEAcERRfs6GRJTCT9ZhLw== 0000205323-09-000004.txt : 20090130 0000205323-09-000004.hdr.sgml : 20090130 20090130124654 ACCESSION NUMBER: 0000205323-09-000004 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20081130 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 EFFECTIVENESS DATE: 20090130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-04118 FILM NUMBER: 09557137 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174391706 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109

0000754510 S000007190 Advisor Agressive Growth Fund

C000019674 Class A FGVAX

C000019675 Class B FGVBX

C000019676 Class C FGECX

C000019677 Class T FGVTX

C000019678 Institutional Class FRVIX

NSAR-B 1 answer4118.fil PAGE 1 000 B000000 11/30/2008 000 C000000 0000754510 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 SECURITIES FUND 001 B000000 811-04118 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 1 007 C010500 5 007 C020500 Fidelity Advisor Aggressive Growth Fund 007 C030500 N 008 A000501 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000501 A 008 C000501 801-7884 008 D010501 BOSTON 008 D020501 MA 008 D030501 02109 008 A000502 FMR CO., INC. 008 B000502 S 008 C000502 801-3447 008 D010502 BOSTON 008 D020502 MA 008 D030502 02109 008 A000503 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000503 S 008 C000503 801-28773 008 D010503 LONDON 008 D050503 ENGLAND 008 A000504 FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) 008 B000504 S 008 C000504 801-28774 008 D010504 BOSTON 008 D020504 MA 008 D030504 02109 008 A000505 FIL INVESTMENT ADVISORS 008 B000505 S 008 C000505 801-21347 PAGE 2 008 D010505 PEMBROKE 008 D050505 BERMUDA 008 A000506 FIDELITY INVESTMENTS JAPAN LIMITED (FIJ) 008 B000506 S 008 C000506 801-45731 008 D010506 TOKYO 008 D050506 JAPAN 008 A000507 FIL INVESTMENT ADVISORS (U.K.) LTD 008 B000507 S 008 C000507 801-23620 008 D010507 LONDON 008 D050507 ENGLAND 008 A000508 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000508 S 008 C000508 801-69507 008 D010508 HONG KONG 008 D050508 HONG KONG, SAR 008 A000509 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC 008 B000509 S 008 C000509 801-69571 008 D010509 BOSTON 008 D020509 MA 008 D030509 02109 011 A000501 FIDELITY DISTRIBUTORS CORPORATION 011 B000501 8-8775 011 C010501 BOSTON 011 C020501 MA 011 C030501 02109 012 A000501 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000501 84-1839 012 C010501 BOSTON 012 C020501 MA 012 C030501 02109 013 A000501 PRICEWATERHOUSECOOPERS LLP 013 B010501 BOSTON 013 B020501 MA 013 B030501 02110 014 A000501 FIDELITY DISTRIBUTORS CORPORATION 014 B000501 8-8775 014 A000502 FIDELITY BROKERAGE SERVICES LLC 014 B000502 8-23292 014 A000503 NATIONAL FINANCIAL SERVICES LLC 014 B000503 8-26740 014 A000504 FIDELITY INVESTMENTS CANADA LTD. 014 B000504 8-0000 014 A000505 FIDELITY BROKERAGE SERVICES JAPAN LLC 014 B000505 8-00000 015 A00AA01 STATE STREET BANK AND TRUST COMPANY 015 B00AA01 C 015 C01AA01 BOSTON 015 C02AA01 MA PAGE 3 015 C03AA01 02110 015 E01AA01 X 015 A00AA02 JPMORGAN CHASE BANK 015 B00AA02 C 015 C01AA02 NEW YORK 015 C02AA02 NY 015 C03AA02 10022 015 E01AA02 X 015 A00AA03 THE BANK OF NEW YORK COMPANY, INC. 015 B00AA03 C 015 C01AA03 NEW YORK 015 C02AA03 NY 015 C03AA03 10286 015 E01AA03 X 015 A00AA04 BANK AUSTRIA CREDITANSTALT 015 B00AA04 S 015 C01AA04 VIENNA 015 D01AA04 AUSTRIA 015 E04AA04 X 015 A00AA05 HSBC BANK MIDDLE EAST LIMITED 015 B00AA05 S 015 C01AA05 KINGDOM OF BAHRAIN 015 D01AA05 BAHRAIN 015 E04AA05 X 015 A00AA06 STANDARD CHARTERED BANK 015 B00AA06 S 015 C01AA06 DHAKA 015 D01AA06 BANGLADESH 015 E04AA06 X 015 A00AA07 DEUTSCHE BANK AG 015 B00AA07 S 015 C01AA07 JAKARTA 015 D01AA07 INDONESIA 015 E04AA07 X 015 A00AA08 BANK OF BERMUDA LIMITED 015 B00AA08 S 015 C01AA08 HAMILTON 015 D01AA08 BERMUDA 015 E04AA08 X 015 A00AA09 BARCLAYS BANK OF BOTSWANA LTD. 015 B00AA09 S 015 C01AA09 GABARONE 015 D01AA09 BOTSWANA 015 E04AA09 X 015 A00AA10 CITIBANK, N.A. 015 B00AA10 S 015 C01AA10 SAO PAULO 015 D01AA10 BRAZIL 015 E04AA10 X 015 A00AA11 UNICREDIT BULBANK AD 015 B00AA11 S PAGE 4 015 C01AA11 SOFIA 015 D01AA11 BULGARIA 015 E04AA11 X 015 A00AA12 RBC DEXIA INVESTOR SERVICES TRUST 015 B00AA12 S 015 C01AA12 TORONTO 015 D01AA12 CANADA 015 E04AA12 X 015 A00AA13 CITIBANK, N.A. 015 B00AA13 S 015 C01AA13 SANTIAGO 015 D01AA13 CHILE 015 E04AA13 X 015 A00AA14 STANDARD CHARTERED BANK 015 B00AA14 S 015 C01AA14 SHANGHAI 015 D01AA14 CHINA 015 E04AA14 X 015 A00AA15 CITITRUST COLUMBIA S.A. 015 B00AA15 S 015 C01AA15 BOGOTA 015 D01AA15 COLOMBIA 015 E04AA15 X 015 A00AA16 BANCO BCT S.A. 015 B00AA16 S 015 C01AA16 SAN JOSE 015 D01AA16 COSTA RICA 015 E04AA16 X 015 A00AA17 ZAGREBECKA BANKA D.D. 015 B00AA17 S 015 C01AA17 ZAGREB 015 D01AA17 CROATIA 015 E04AA17 X 015 A00AA18 DEUTSCHE BANK AG 015 B00AA18 S 015 C01AA18 FORT MUMBAI 015 D01AA18 INDIA 015 E04AA18 X 015 A00AA19 UNICREDIT BANK CZECH REPUBLIC, A.S. 015 B00AA19 S 015 C01AA19 PRAHA 015 D01AA19 CZECH REPUBLIC 015 E04AA19 X 015 A00AA20 SKANDINAVISKA ENSKILDA BANKEN AB 015 B00AA20 S 015 C01AA20 COPENHAGEN K 015 D01AA20 DENMARK 015 E04AA20 X 015 A00AA21 BANCO DE LA PRODUCCION S.A. 015 B00AA21 C 015 C01AA21 QUITO PAGE 5 015 D01AA21 ECUADOR 015 E04AA21 X 015 A00AA22 CITIBANK, N.A. 015 B00AA22 S 015 C01AA22 CAIRO 015 D01AA22 EGYPT 015 E04AA22 X 015 A00AA23 SEB EESTI UHISPANK 015 B00AA23 S 015 C01AA23 TALLIN 015 D01AA23 ESTONIA 015 E04AA23 X 015 A00AA24 SKANDINAVISKA ENSKILDA BANKEN AB 015 B00AA24 S 015 C01AA24 HELSINKI 015 D01AA24 FINLAND 015 E04AA24 X 015 A00AA25 DEUTSCHE BANK 015 B00AA25 S 015 C01AA25 TAIPEI 015 D01AA25 TAIWAN 015 E04AA25 X 015 A00AA26 BARCLAYS BANK OF GHANA LTD. 015 B00AA26 S 015 C01AA26 ACCRA 015 D01AA26 GHANA 015 E04AA26 X 015 A00AA27 HSBC BANK KAZAKHSTAN 015 B00AA27 S 015 C01AA27 ALMATY 015 D01AA27 KAZAKHSTAN 015 E04AA27 X 015 A00AA28 STANDARD CHARTERED BANK (HONG KONG) LTD. 015 B00AA28 S 015 C01AA28 KWUN TONG 015 D01AA28 HONG KONG 015 E04AA28 X 015 A00AA29 UNICREDIT BANK HUNGARY ZRT. 015 B00AA29 S 015 C01AA29 BUDAPEST 015 D01AA29 HUNGARY 015 E04AA29 X 015 A00AA30 KAUPTHING BANK HF 015 B00AA30 S 015 C01AA30 REYKJAVIK 015 D01AA30 ICELAND 015 E04AA30 X 015 A00AA31 STANDARD CHARTERED BANK 015 B00AA31 S 015 C01AA31 FORT MUMBAI 015 D01AA31 INDIA PAGE 6 015 E04AA31 X 015 A00AA32 HONGKONG & SHANGHAI BANKING CORPORATION 015 B00AA32 S 015 C01AA32 MUMBAI 015 D01AA32 INDIA 015 E04AA32 X 015 A00AA33 STANDARD CHARTERED BANK 015 B00AA33 S 015 C01AA33 JAKARTA 015 D01AA33 INDONESIA 015 E04AA33 X 015 A00AA34 HSBC BANK PLC 015 B00AA34 S 015 C01AA34 DUBLIN 015 D01AA34 IRELAND 015 E04AA34 X 015 A00AA35 BANK HAPOALIM B.M. 015 B00AA35 S 015 C01AA35 TEL AVIV 015 D01AA35 ISRAEL 015 E04AA35 X 015 A00AA36 DEUTSCHE BANK AG 015 B00AA36 S 015 C01AA36 PARIS 015 D01AA36 FRANCE 015 E04AA36 X 015 A00AA37 SOCIETE GENERALE DE BANQUES EN COTE D'LVIORE 015 B00AA37 S 015 C01AA37 ABIDJAN 015 D01AA37 IVORY COAST 015 E04AA37 X 015 A00AA38 BANK OF NOVA SCOTIA JAMAICA LTD. 015 B00AA38 S 015 C01AA38 KINGSTON 015 D01AA38 JAMAICA W.I. 015 E04AA38 X 015 A00AA39 STANDARD CHARTERED BANK (JAPAN) LIMITED 015 B00AA39 S 015 C01AA39 CHIYODA-KU, TOKYO 015 D01AA39 JAPAN 015 E04AA39 X 015 A00AA40 MIZUHO CORPORATE BANK LTD. 015 B00AA40 S 015 C01AA40 CHOU-KU, TOKYO 015 D01AA40 JAPAN 015 E04AA40 X 015 A00AA41 HSBC BANK MIDDLE EAST LIMITED 015 B00AA41 S 015 C01AA41 WESTERN AMMAN 015 D01AA41 JORDAN 015 E04AA41 X PAGE 7 015 A00AA42 BARCLAYS BANK OF KENYA LTD. 015 B00AA42 S 015 C01AA42 NAIROBI 015 D01AA42 KENYA 015 E04AA42 X 015 A00AA43 STANDARD CHARTERED FIRST BANK KOREA LTD. 015 B00AA43 S 015 C01AA43 SEOUL 015 D01AA43 KOREA 015 E04AA43 X 015 A00AA44 SEB LATVIJAS UNIBANKA 015 B00AA44 S 015 C01AA44 RIGA RAJ 015 D01AA44 LATVIA 015 E04AA44 X 015 A00AA45 HSBC BANK MIDDLE EAST LIMITED 015 B00AA45 S 015 C01AA45 BEIRUT 015 D01AA45 LEBANON 015 E04AA45 X 015 A00AA46 SEB BANKAS 015 B00AA46 S 015 C01AA46 VILNIUS 015 D01AA46 LITHUANIA 015 E04AA46 X 015 A00AA47 STANDARD CHARTERED BANK MALAYSIA BERHAD 015 B00AA47 S 015 C01AA47 KUALA LUMPUR 015 D01AA47 MALAYSIA 015 E04AA47 X 015 A00AA48 HONGKONG & SHANGHAI BANKING CORPORATION 015 B00AA48 S 015 C01AA48 PORT LOUIS 015 D01AA48 MAURITIUS 015 E04AA48 X 015 A00AA49 BANCO NACIONAL DE MEXICO S.A. 015 B00AA49 S 015 C01AA49 SANTA FE 015 D01AA49 MEXICO 015 E04AA49 X 015 A00AA50 ATTIJARIWAFA BANK 015 B00AA50 S 015 C01AA50 CASABLANCA 015 D01AA50 MOROCCO 015 E04AA50 X 015 A00AA51 STANDARD BANK NAMIBIA LTD. 015 B00AA51 S 015 C01AA51 WINDHOEK 015 D01AA51 NAMIBIA 015 E04AA51 X 015 A00AA52 HONGKONG & SHANGHAI BANKING CORPORATION PAGE 8 015 B00AA52 S 015 C01AA52 AUCKLAND 015 D01AA52 NEW ZEALAND 015 E04AA52 X 015 A00AA53 BARCLAYS BANK PLC MAURITIUS 015 B00AA53 S 015 C01AA53 LAGOS 015 D01AA53 NIGERIA 015 E04AA53 X 015 A00AA54 SKANDINAVISKA ENSKILDA BANKEN AB 015 B00AA54 S 015 C01AA54 OSLO 015 D01AA54 NORWAY 015 E04AA54 X 015 A00AA55 HSBC BANK MIDDLE EAST LIMITED 015 B00AA55 S 015 C01AA55 MUSCAT 015 D01AA55 OMAN 015 E04AA55 X 015 A00AA56 STANDARD CHARTERED BANK 015 B00AA56 S 015 C01AA56 KARACHI 015 D01AA56 PAKISTAN 015 E04AA56 X 015 A00AA57 HSBC BANK MIDDLE EAST LIMITED 015 B00AA57 S 015 C01AA57 RAMALLAH, WEST BANK 015 D01AA57 PALESTINE 015 E04AA57 X 015 A00AA58 HSBC BANK (PANAMA) S.A. 015 B00AA58 S 015 C01AA58 PANAMA CITY 015 D01AA58 REPUBLIC OF PANAMA 015 E04AA58 X 015 A00AA59 CITIBANK DEL PERU S.A. 015 B00AA59 S 015 C01AA59 LIMA 015 D01AA59 PERU 015 E04AA59 X 015 A00AA60 STANDARD CHARTERED BANK 015 B00AA60 S 015 C01AA60 MAKATI CITY 015 D01AA60 PHILIPPINES 015 E04AA60 X 015 A00AA61 BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA 015 B00AA61 S 015 C01AA61 WARSAW 015 D01AA61 POLAND 015 E04AA61 X 015 A00AA62 CITIBANK TAIPEI 015 B00AA62 S PAGE 9 015 C01AA62 TAIPEI 015 D01AA62 TAIWAN 015 E04AA62 X 015 A00AA63 CITIBANK, N.A. 015 B00AA63 S 015 C01AA63 SAN JUAN 015 D01AA63 PUERTO RICO 015 E04AA63 X 015 A00AA64 HSBC BANK MIDDLE EAST LIMITED 015 B00AA64 S 015 C01AA64 DOHA 015 D01AA64 QATAR 015 E04AA64 X 015 A00AA65 UNICREDIT TIRIAC BANK S.A. 015 B00AA65 S 015 C01AA65 BUCHAREST 015 D01AA65 ROMANIA 015 E04AA65 X 015 A00AA66 ZAO CITIBANK 015 B00AA66 S 015 C01AA66 MOSCOW 015 D01AA66 RUSSIA 015 E04AA66 X 015 A00AA67 DBS BANK LIMITED 015 B00AA67 S 015 C01AA67 SINGAPORE 015 D01AA67 SINGAPORE 015 E04AA67 X 015 A00AA68 UNICREDIT BANK SLOVAKIA A.S. 015 B00AA68 S 015 C01AA68 BRATISLAVA 015 D01AA68 SLOVAK REPUBLIC 015 E04AA68 X 015 A00AA69 UNICREDIT BANK SLOVENIJA D.D. LJUBLJANA 015 B00AA69 S 015 C01AA69 LJUBLJANA 015 D01AA69 SLOVENIA 015 E04AA69 X 015 A00AA70 STANDARD BANK OF SOUTH AFRICA LTD. 015 B00AA70 S 015 C01AA70 JOHANNESBURG 015 D01AA70 SOUTH AFRICA 015 E04AA70 X 015 A00AA71 DEUTSCHE BANK S.A.E. 015 B00AA71 S 015 C01AA71 BARCELONA 015 D01AA71 SPAIN 015 E04AA71 X 015 A00AA72 STANDARD CHARTERED BANK 015 B00AA72 S 015 C01AA72 COLOMBO PAGE 10 015 D01AA72 SRI LANKA 015 E04AA72 X 015 A00AA73 STANDARD BANK SWAZILAND LTD. 015 B00AA73 S 015 C01AA73 MBABANE 015 D01AA73 SWAZILAND 015 E04AA73 X 015 A00AA74 SKANDINAVISKA ENSKILDA BANKEN AB 015 B00AA74 S 015 C01AA74 STOCKHOLM 015 D01AA74 SWEDEN 015 E04AA74 X 015 A00AA75 CREDIT SUISSE 015 B00AA75 S 015 C01AA75 ZURICH 015 D01AA75 SWITZERLAND 015 E04AA75 X 015 A00AA76 DEUTSCHE BANK AG 015 B00AA76 S 015 C01AA76 KARACHI 015 D01AA76 PAKISTAN 015 E04AA76 X 015 A00AA77 STANDARD CHARTERED BANK 015 B00AA77 S 015 C01AA77 BANGKOK 015 D01AA77 THAILAND 015 E04AA77 X 015 A00AA78 REPUBLIC BANK LTD. 015 B00AA78 S 015 C01AA78 PORT OF SPAIN 015 D01AA78 TRINIDAD & TOBAGO 015 E04AA78 X 015 A00AA79 BANQUE INTERNATIONALE ARABE DE TUNISIE 015 B00AA79 S 015 C01AA79 TUNIS 015 D01AA79 TUNISIA 015 E04AA79 X 015 A00AA80 DEUTSCHE BANK AG 015 B00AA80 S 015 C01AA80 AMSTERDAM 015 D01AA80 NETHERLANDS 015 E04AA80 X 015 A00AA81 UNICREDIT BANK T.Z.O.V. 015 B00AA81 S 015 C01AA81 KIEV 015 D01AA81 UKRAINE 015 E04AA81 X 015 A00AA82 HSBC BANK MIDDLE EAST LIMITED 015 B00AA82 S 015 C01AA82 DUBAI 015 D01AA82 UNITED ARAB EMIRATES PAGE 11 015 E04AA82 X 015 A00AA83 STATE STREET BANK & TRUST CO., U.K. 015 B00AA83 S 015 C01AA83 EDINBURGH 015 D01AA83 SCOTLAND 015 E04AA83 X 015 A00AA84 BANCO ITAU URUGUAY 015 B00AA84 S 015 C01AA84 MONTEVIDEO 015 D01AA84 URUGUAY 015 E04AA84 X 015 A00AA85 CITIBANK, N.A. 015 B00AA85 S 015 C01AA85 CARACAS 015 D01AA85 VENEZUELA 015 E04AA85 X 015 A00AA86 HONGKONG & SHANGHAI BANKING CORPORATION 015 B00AA86 S 015 C01AA86 HO CHI MINH CITY 015 D01AA86 VIETNAM 015 E04AA86 X 015 A00AA87 BARCLAYS BANK OF ZAMBIA LTD. 015 B00AA87 S 015 C01AA87 LUSAKA 015 D01AA87 ZAMBIA 015 E04AA87 X 015 A00AA88 BARCLAYS BANK OF ZIMBABWE LTD. 015 B00AA88 S 015 C01AA88 HARARE 015 D01AA88 ZIMBABWE 015 E04AA88 X 015 A00AA89 NEDBANK LIMITED 015 B00AA89 S 015 C01AA89 BRAAMFONTEIN 015 D01AA89 SOUTH AFRICA 015 E04AA89 X 015 A00AA90 BARCLAYS BANK OF UGANDA LTD. 015 B00AA90 S 015 C01AA90 KAMPALA 015 D01AA90 UGANDA 015 E04AA90 X 015 A00AA91 UNITED OVERSEAS BANK LTD. 015 B00AA91 S 015 C01AA91 SINGAPORE 015 D01AA91 SINGAPORE 015 E04AA91 X 015 A00AA92 DEUTSCHE BANK AG 015 B00AA92 S 015 C01AA92 ESCHBORN 015 D01AA92 GERMANY 015 E04AA92 X PAGE 12 015 A00AA93 DEUTSCHE BANK AG 015 B00AA93 S 015 C01AA93 SEOUL 015 D01AA93 KOREA 015 E04AA93 X 015 A00AA94 HSBC TAIPEI 015 B00AA94 S 015 C01AA94 TAIPEI 015 D01AA94 TAIWAN 015 E04AA94 X 015 A00AA95 CITIGROUP PTY. LIMITED 015 B00AA95 S 015 C01AA95 MELBOURNE 015 D01AA95 AUSTRALIA 015 E04AA95 X 015 A00AA96 UBS AG 015 B00AA96 S 015 C01AA96 ZURICH 015 D01AA96 SWITZERLAND 015 E04AA96 X 015 A00AA97 CITIBANK A.S. 015 B00AA97 S 015 C01AA97 ISTANBUL 015 D01AA97 TURKEY 015 E04AA97 X 015 A00AA98 HSBC BANK PLC 015 B00AA98 S 015 C01AA98 LONDON 015 D01AA98 ENGLAND 015 E04AA98 X 015 A00AA99 HONGKONG & SHANGHAI BANKING CORPORATION 015 B00AA99 S 015 C01AA99 SYDNEY 015 D01AA99 AUSTRALIA 015 E04AA99 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 397 019 C00AA00 FIDELITYZZ 020 A000001 MERRILL LYNCH & CO., INC. 020 B000001 13-2740599 020 C000001 15 020 A000002 CREDIT SUISSE GROUP 020 B000002 13-5659485 020 C000002 14 020 A000003 GOLDMAN SACHS GROUP, INC. 020 B000003 13-5108880 020 C000003 11 020 A000004 UBS AG 020 B000004 13-3873456 020 C000004 11 PAGE 13 020 A000005 CITIGROUP, INC. 020 B000005 04-3531811 020 C000005 11 020 A000006 DEUTSCHE BANK AG 020 B000006 36-6843535 020 C000006 9 020 A000007 MORGAN STANLEY 020 B000007 13-2655998 020 C000007 9 020 A000008 JPMORGAN CHASE & CO. 020 B000008 13-3224016 020 C000008 8 020 A000009 LEHMAN BROTHERS HOLDINGS, INC. 020 B000009 13-2933198 020 C000009 6 020 A000010 INVESTMENT TECHNOLOGY GROUP, INC. 020 B000010 95-2848406 020 C000010 4 021 000000 138 022 A000001 FIDELITY CASH CENTRAL FUND 022 B000001 04-3331103 022 C000001 31750 022 D000001 31729 022 A000002 FIDELITY OTC PORTFOLIO 022 B000002 04-2847184 022 C000002 722 022 D000002 1578 022 A000003 FIDELITY GROWTH COMPANY FUND 022 B000003 04-2778701 022 C000003 401 022 D000003 1754 022 A000004 FIDELITY ADVISOR NEW INSIGHTS FUND 022 B000004 45-0515059 022 C000004 1305 022 D000004 540 022 A000005 VIP CONTRAFUND PORTFOLIO 022 B000005 04-3247643 022 C000005 888 022 D000005 588 022 A000006 FIDELITY SMALL CAP INDEPENDENCE FUND 022 B000006 04-3189896 022 C000006 196 022 D000006 483 022 A000007 FIDELITY ADVISOR MID CAP II FUND 022 B000007 20-1254912 022 C000007 498 022 D000007 159 022 A000008 VIP GROWTH 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C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE KENNETH ROBINS TITLE PRESIDENT AND TREASURER EX-99.77Q1 OTHR EXHB 2 q77q1_subadvisory5.htm RESEARCH AGREEMENT

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 3 q77q1_subadvisory1.htm SUBADVISORY AGREEMENT

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.

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 4 q77q1_subadvisory2.htm SUBADVISORY AGREEMENT

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").

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:

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

9. Duration and Termination of Agreement; Amendments:

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 5 q77q1_subadvisory3.htm RESEARCH AGREEMENT

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 (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.

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.

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 6 q77q1_subadvisory4.htm RESEARCH AGREEMENT

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:

(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.

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.

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-99.77B ACCT LTTR 7 q77b_pwcauditletter.htm AUDIT LETTER

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

ON INTERNAL CONTROL REQUIRED BY FORM N-SAR

____

To the Board of Trustees and Shareholders of Fidelity Securities Fund:

In planning and performing our audits of the financial statements of Fidelity Securities Fund: Fidelity Advisor Growth Strategies Fund (Formerly known as Fidelity Advisor Aggressive Growth Fund) (collectively, the "Trust") as of and for the year ended November 30, 2008, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Trust's assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of November 30, 2008.

This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Securities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

PricewaterhouseCoopers LLP

January 29, 2009

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