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. |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Vice President |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Growth Fund and Fidelity Series Small Cap Opportunities Fund:
In planning and performing our audits of the financial statements of Fidelity Blue Chip Growth Fund and Fidelity Series Small Cap Opportunities Fund (collectively, the "Funds"), each a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2011, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinions 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds 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 fund’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 fund'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 fund; (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 fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its 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 a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds’ 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 that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls for safeguarding securities that we consider to be a material weakness, as defined above, as of July 31, 2011.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund, including Fidelity Blue Chip Growth Fund and Fidelity Series Small Cap Opportunities 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.
Boston, Massachusetts
September 16, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Real Estate Income Fund:
In planning and performing our audit of the financial statements of Fidelity Real Estate Income Fund (the "Fund"), a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2011, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Fund 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 fund’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 fund'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 fund; (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 fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its 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 a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’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 that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls for safeguarding securities that we consider to be a material weakness, as defined above, as of July 31, 2011.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund, including Fidelity Real Estate Income Fund, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
Boston, Massachusetts
September 20, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity OTC Portfolio:
In planning and performing our audit of the financial statements of Fidelity OTC Portfolio (the "Fund"), a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2011, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Fund 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 fund’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 fund'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 fund; (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 fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its 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 a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’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 that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls for safeguarding securities that we consider to be a material weakness, as defined above, as of July 31, 2011.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund, including Fidelity OTC Portfolio, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
Boston, Massachusetts
September 14, 2011
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
ON INTERNAL CONTROL REQUIRED BY FORM N-SAR
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To the Board of Trustees and Shareholders of Fidelity Securities Fund:
In planning and performing our audits of the financial statements Fidelity Securities Fund: Fidelity Blue Chip Value Fund, Fidelity Dividend Growth Fund, Fidelity Growth & Income Portfolio, Fidelity International Real Estate Fund, Fidelity Leveraged Company Stock Fund, Fidelity Small Cap Growth Fund, and Fidelity Small Cap Value Fund (collectively, the "Trust") as of and for the year ended July 31, 2011, 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. 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 July 31, 2011.
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
September 16, 2011
Exhibit 77Q1 - Additional Items |
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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. |
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Item 15 |
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Foreign Sub-Custodian Network for Brown Brothers Harriman & Co. |
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Market |
Subcustodian |
City / Country |
Australia |
HSBC Bank Australia Limited |
Sydney / Australia |
Austria |
Unicredit Bank Austria AG |
Vienna / Austria |
Bahrain |
HSBC Bank Middle East Limited, Bahrain Branch |
Manama / Bahrain |
Bangladesh |
Standard Chartered Bank, Bangladesh Branch |
Dhaka / Bangladesh |
Belgium |
BNP Paribas Securities Services, Paris Branch |
Brussels / Belgium |
Bermuda |
HSBC Bank Bermuda Limited |
Hamilton / Bermuda |
Botswana |
Stanbic Bank Botswa N/A Ltd |
Gaborone / Botswana |
Brazil |
Citibank N.A., S©o Paulo |
Sao Paulo / Brazil |
Bulgaria |
ING Bank, N.V., Sofia Branch |
Sofia / Bulgaria |
Canada |
RBC Dexia Investor Services Trust (RBC Dexia) |
Toronto / Canada |
Chile |
Banco de Chile |
Santiago / Chile |
China |
Standard Chartered Bank (China) Limited |
Shanghai / China |
Colombia |
Cititrust Colombia, S.A. Sociedad Fiduciaria |
Bogota / Colombia |
Cyprus |
BNP Paribas Securities Services, Athens Branch |
Athens / Greece |
Czech Republic |
Citibank Europe plc |
Praha / Czech Republic |
Denmark |
Danske Bank A/S |
Copenhagen / Denmark |
Egypt |
Citibank, N.A., Cairo Branch |
Cairo / Egypt |
Estonia |
Swedbank AS |
Tallinn / Finland |
Finland |
Nordea Bank Finland Plc |
Helsinki / Finland |
France |
BNP Paribas Securities Services S.A., Paris Branch |
Paris / France |
Germany |
Deutsche Bank AG, Frankfurt |
Frankfurt / Germany |
Ghana |
Standard Chartered Bank Ghana Limited |
Accra / Ghana |
Greece |
HSBC Bank Plc, Athens Branch |
Athens / Greece |
Hong Kong |
Hongkong & Shanghai Banking Corporation (HSBC) |
Central / Hong Kong |
Hungary |
UniCredit Bank Hungary ZRT |
Budapest / Hungary |
India |
Citibank, N.A., Mumbai Branch |
Mumbai / India |
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Hongkong & Shanghai Banking Corporation (HSBC), India Branch |
Mumbai / India |
Indonesia |
Citibank, N.A., Jakarta Branch |
Jakarta / Indonesia |
Ireland |
Citibank N.A., London Branch |
London / UK |
Israel |
Bank Hapoalim BM |
Tel Aviv / Israel |
Italy |
BNP Paribas Securities Services, Milan Branch |
Milan / Italy |
Japan |
Bank of Tokyo-Mitsubishi UFJ Ltd |
Tokyo / Japan |
Jordan |
HSBC Bank Middle East Limited, Jordan Branch |
Western Amman / Jordan |
Kenya |
CfC Stanbic Bank Ltd |
Nairobi / Kenya |
Lebanon |
HSBC Bank Middle East Limited, Lebanon Branch |
Beirut / Lebanon |
Luxembourg |
Kredietbank Luxembourg |
Luxembourg |
Malaysia |
Standard Chartered Bank Malaysia Berhad |
Kuala Lumpur / Malaysia |
Mauritius |
Hongkong & Shanghai Banking Corporation (HSBC), Mauritius Branch |
Port Louis / Mauritius |
Mexico |
Banco Nacional de Mexico, S.A. (Banamex) |
Mexico City / Mexico |
Morocco |
Citibank Maghreb |
Casablanca / Morocco |
Namibia |
Standard Bank Namibia Limited |
Windhoek / Namibia |
Netherlands |
BNP Paribas Securities Services, Paris Branch |
Amsterdam / Netherlands |
New Zealand |
Hongkong & Shanghai Banking Corporation (HSBC), New Zealand Branch |
Auckland / New Zealand |
Norway |
DNB Bank Nor ASA |
Oslo / Norway |
Oman |
HSBC Bank Middle East Limited, Oman Branch |
Ruwi / Oman |
Pakistan |
Standard Chartered Bank (Pakistan) Limited |
Karachi / Pakistan |
Peru |
Citibank del Peru S.A. |
Lima / Peru |
Philippines |
Hongkong & Shanghai Banking Corporation (HSBC), Philippine Branch |
Manila / Philippines |
Poland |
Bank Handlowy w Warszawie SA |
Warsaw / Poland |
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Bank Polska Kasa Opieki SA |
Warsaw / Poland |
Portugal |
BNP Paribas Securities Services S.A., Paris Branch |
Paris / France |
Romania |
ING Bank N.V., Bucharest Branch |
Bucharest / Romania |
Russia |
ZAO Citibank |
Moscow / Russia |
Singapore |
Standard Chartered Bank, Singapore branch |
Singapore |
Slovakia |
ING Bank NV, Bratislava Branch |
Bratislava / Slovakia |
Slovenia |
UniCredit Banka Slovenija d.d. |
Ljubljana / Slovenia |
South Africa |
Standard Bank of South Africa Limited |
Johannesburg / South Africa |
South Korea |
Citibank Korea Inc. |
Seoul / South Korea |
Spain |
Soci[t[ G[n[rale Sucursal en Espa>a S.A. |
Madrid / Spain |
Sri Lanka |
Hongkong & Shanghai Banking Corporation (HSBC), Sri Lanka Branch |
Colombo / Sri Lanka |
Swaziland |
Standard Bank Swaziland |
Mbabane / Swaziland |
Sweden |
Skandinaviska Enskilda Banken AB (publ) |
Stockholm / Sweden |
Switzerland |
UBS AG |
Zurich / Switzerland |
Taiwan |
Standard Chartered Bank (Taiwan) Ltd. |
Taipei / Taiwan |
Thailand |
Hongkong & Shanghai Banking Corporation (HSBC), Thailand Branch |
Bangkok / Thailand |
Transnational |
Brown Brothers Harriman & Co. |
Boston, MA / New York, NY |
Turkey |
Citibank Anonim Sirkiti |
Istanbul / Turkey |
United Arab Emirates |
HSBC Bank Middle East Limited (DIFC) branch |
Dubai / UAE |
United Kingdom |
HSBC Bank Plc |
London / UK |
Uruguay |
Banco Ita| Uruguay S.A. |
Montevideo / Uruguay |
Venezuela |
Citibank, N.A., Caracas Branch |
Caracas / Venezuela |
Zambia |
Stanbic Bank Zambia Ltd. |
Lusaka / Zambia |
Zimbabwe |
Stanbic Bank Zimbabwe Limited |
Harare / Zimbabwe |
Exhibit 77Q1 - Additional Items |
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|
|
|
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. |
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|
|
Item 15 |
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Foreign Sub-Custodian Network for Citibank, N.A. |
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|
|
|
Country |
Subcustodian Name |
City |
Argentina |
Citibank, N.A., Buenos Aires Branch |
Buenos Aires |
Australia |
Citigroup Pty. Limited |
Melbourne |
Austria |
Citibank, N.A., Milan Branch |
Milan |
Bahrain |
Citibank, N.A., Bahrain Branch |
Manama |
Bangladesh |
Citibank, N.A., Bangladesh Branch |
Dhaka |
Belgium |
Citibank International Plc., London Branch |
London |
Bermuda |
The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Bermuda Limited |
Hamilton |
Bosnia |
UniCredit Bank d.d. |
Sarajevo |
Botswana |
Standard Chartered Bank of Botswana Limited |
Gaborone |
Brazil |
Citibank, N.A., Sao Paolo Branch |
Sao Paulo |
Bulgaria |
ING Bank Bulgaria N.V., Sofia Branch |
Bulgaria |
Canada |
Citibank Canada |
Toronto |
Chile |
Banco de Chile |
Santiago |
China |
Citibank (China) Co., Ltd |
Shanghai |
Clearstream (ICSD) / Luxembourg |
Clearstream Banking |
Luxembourg |
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 A/S |
Taastrup |
Egypt |
Citibank, N.A., Cairo Branch |
Garden City, Cairo |
Estonia |
Swedbank AS |
Tallinn |
Euroclear (ICSD) |
Euroclear Bank s.a./n.v. |
Brussels |
Finland |
Nordea Bank Finland Plc. |
Helsinki |
France |
Citibank International Plc., London Branch |
London |
Germany |
Citigroup Global Markets Deutschland AG |
Frankfurt |
Ghana (1) |
Standard Chartered Bank of Ghana Limited |
Accra |
Greece |
Citibank International Plc., Greece Branch |
Athens |
Hong Kong |
Citibank, N.A., Hong Kong Branch |
Hong Kong |
Hungary |
Citibank Europe plc Hungarian Branch Office |
Budapest |
Iceland (1) |
Arion Bank hf. acting through its agent, Verdis, hf. |
Reykjavik |
India |
Citibank, N.A., Mumbai Branch |
Mumbai |
Indonesia |
Citibank, N.A., Jakarta Branch |
Jakarta |
Ireland |
Citibank, N.A., London Branch |
London |
Israel |
Citibank, N.A., Israel Branch |
Tel Aviv |
Italy |
Citibank, N.A., Milan Branch |
Milan |
Jamaica |
Scotia Investments Jamaica Limited |
Kingston |
Japan |
Citibank Japan Limited |
Tokyo |
Jordan |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited |
Amman |
Kazakhstan (1) |
JSC _Citibank Kazakhstan_ |
Almaty |
Kenya (1) |
Standard Chartered Bank Kenya Limited |
Nairobi |
Korea |
Citibank Korea Inc. |
Seoul |
Kuwait |
Citibank, N.A., Kuwait Branch |
Kuwait City |
Latvia |
Swedbank AS acting through its agent, Swedbank AS |
Tallinn |
Lebanon (1) |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Ltd. |
Beirut |
Lithuania |
Swedbank AS acting through its agent, Swedbank AS |
Tallinn |
Malaysia |
Citibank Berhad |
Kuala Lumpur |
Malta |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Malta Plc |
Valletta |
Mauritius |
HongKong & Shanghai Banking Corporation Limited |
Port Louis |
Mexico |
Banco Nacional de Mexico, S.A. |
Santa Fe D.F |
Morocco |
Citibank Maghreb |
Casablanca |
Namibia (1) |
Standard Bank of South Africa Ltd acting through its agent, Standard Bank Namibia Ltd |
Windhoek |
Netherlands |
Citibank International Plc., London Branch |
London |
New Zealand |
Citibank, N.A., Auckland Branch |
Auckland |
Nigeria (1) |
Citibank Nigeria Limited |
Lagos |
Norway |
Nordea Bank Norge ASA |
Oslo |
Oman |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited |
Ruwi |
Pakistan (1) |
Citibank, N.A., Karachi Branch |
Karachi |
Palestine (1) |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited |
Ramallah |
Peru |
Citibank del Peru S.A. |
Lima |
Philippines |
Citibank, N.A., Manila Branch |
Makati, Metro |
Poland |
Bank Handlowy w Warszawie S.A. |
Warsaw |
Portugal |
Citibank International Plc., Lisbon Branch |
Lisboa |
Qatar |
HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited |
Doha |
Romania |
Citibank Europe plc, Dublin _ Romania Branch |
Bucharest |
Russia |
ZAO Citibank |
Moscow |
Saudi Arabia (3) |
Hong Kong & Shanghai Banking Coporation Ltd acting through its agent, HSBC Saudi Arabia Ltd. |
Riyadh |
Serbia (1) |
UniCredit Bank Austria AG (Vienna) acting through its agent, UniCredit Bank Serbia a.d. |
Belgrade |
Singapore |
Citibank, N.A., Singapore Branch |
Singapore |
Slovak Republic(1) |
Citibank Europe plc, pobocka zahranicnej banky |
Bratislava |
Slovenia |
UniCredit Banka Slovenija d.d.. Ljubljana. |
Ljubljana |
South Africa |
FirstRand Bank Limited acting through its Division, FNB Corporate Custody Services |
Johannesburg |
Spain |
Citibank International Plc., Madrid Branch |
Madrid |
Sri Lanka |
Citibank, N.A., Colombo Branch |
Colombo |
Sweden |
Citibank International Plc., Sweden Branch |
Stockholm |
Switzerland |
Citibank, N.A., London Branch |
London |
Taiwan |
Citibank Taiwan Limited |
Taipei |
Thailand |
Citibank, N.A., Bangkok Branch |
Bangkok |
Tunisia |
Banque International Arabe de Tunisie |
Bourguida |
Turkey |
Citibank, A.S. |
Istanbul |
UAE _ Abu Dhabi |
Citibank, N.A., UAE |
Dubai |
UAE _ DFX |
Citibank, N.A., UAE |
Dubai |
UAE _ NASDAQ |
Citibank, N.A., UAE |
Dubai |
Uganda (1) |
Standard Chartered Bank of Uganda Limited |
Kampala |
Ukraine (1) |
PJSC _Citibank_ |
Kyiv |
United Kingdom |
Citibank, N.A., London Branch |
London |
United States |
Citibank, N.A., New York Offices |
New York |
Venezuela (1) |
Citibank, N.A., Caracas Branch |
Grande Caracas |
Vietnam (1) |
Citibank, N.A., Hanoi Branch |
Ha Noi |
Zambia |
Standard Chartered Bank of Zambia Plc. |
Lusaka |
Zimbabwe |
Barclays Bank of Zimbabwe Limited |
Harare |
|
||
Exhibit 77Q1 - Additional Items |
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|
|
|
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 |
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Foreign Sub-Custodian Network for J.P. Morgan Chase Bank, N.A. |
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|
|
|
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 |
BNP Paribas Securities Services S.C.A. |
Brussels |
Bermuda |
The Bank of Bermuda Limited |
Hamilton |
Botswana |
Standard Chartered Bank 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 Santander Chile |
Santiago |
China (Shanghai) |
HSBC Bank (China) Company Limited |
Shanghai |
China (Shenzhen) |
HSBC Bank (China) Company Limited |
Shanghai |
Costa Rica* |
Banco BCT, S.A. |
San Jose |
Colombia |
Santander Investment Trust Colombia S.A. |
Bogota |
Croatia |
Privredna banka Zagreb d.d. |
Zagreb |
Cyprus |
HSBC Bank plc |
Athens |
Czech Republic |
UniCredit Bank Czech Republic a.s. |
Prague |
Denmark |
Nordea Bank Danmark A/S |
Copenhagen |
Egypt |
Citibank, N.A. |
Cairo |
Estonia |
Swedbank AS |
Tallinn |
Finland |
Nordea Bank Finland Plc |
Helsinki |
France |
BNP Paribas Securities Services S.C.A. |
Paris |
France |
Societe Generale |
Paris |
Germany |
Deutsche Bank AG |
Frankfurt |
Germany |
J.P. Morgan AG |
Frankfurt |
Ghana |
Standard Chartered Bank Ghana Limited |
Accra |
Greece |
HSBC Bank PLC |
Athens |
Hong Kong |
The Hongkong and Shanghai Banking Corporation Limited |
Hong Kong |
Hungary |
Deutsche Bank Europe GmbH (DBE). |
Budapest |
Iceland* |
Islandsbanki hf. |
Reykjavik |
India |
The Hongkong and Shanghai Banking Corporation Limited |
Mumbai |
India |
Standard Chartered Bank |
Mumbai |
India |
JPMorgan Chase Bank, N.A. |
Mumbai |
Indonesia |
Deutsche Bank AG |
Jakarta |
International Securities Market |
Euroclear Bank |
|
Ireland |
JPMorgan Chase Bank, N.A. |
London |
Israel |
Bank Leumi le-Israel B.M. |
Tel Aviv |
Italy |
BNP Paribas Securities Services S.C.A. |
Milan |
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 JSC |
Almaty |
Kenya |
Standard Chartered Bank Kenya Limited |
Nairobi |
Kuwait |
HSBC Bank Middle East Limited |
Safat |
Latvia |
Swedbank AS |
Riga |
Lebanon |
HSBC Bank Middle East Limited |
Ras-Beirut |
Lithuania |
AB SEB Bankas |
Vilnius |
Luxembourg |
BGL BNP Paribas |
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 |
BNP Paribas Securities Services S.C.A. |
Amsterdam |
New Zealand |
National Australia Bank Limited, Auckland (National Nominees Limited) |
Auckland |
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 |
Palestine |
HSBC Bank Middle East Limited |
Ramallah |
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 |
BNP Paribas Securities Services S.C.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 |
Nordea Bank AB (publ) |
Stockholm |
Switzerland |
UBS AG |
Zurich |
Taiwan |
JPMorgan Chase Bank, N.A. |
Taipei |
Thailand |
Standard Chartered Bank (Thai) Public Company Limited |
Bangkok |
Trinidad & Tobago |
Republic Bank Limited |
Port of Spain |
Tunisia |
Banque Internationale Arabe de Tunisie, S.A. |
Tunis |
Turkey |
Citibank A.S. |
Istanbul |
Uganda |
Standard Chartered Bank Uganda Limited |
Kampala |
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 Ita| Uruguay S.A. |
Montevideo |
Venezuela |
Citibank, N.A. |
Caracas |
Vietnam |
HSBC Bank (Vietnam) Ltd. |
Ho Chi Minh City |
WAEMU - Benin, Burkina Faso, Ivory Coast, Guinea-Bissau, Mali, Niger, Senegal, Togo* |
Societe Generale de Banques en Cote d'Ivoire |
Abidjan |
Zambia |
Standard Chartered Bank Zambia Plc |
Lusaka |
Zimbabwe* |
Barclays Bank of Zimbabwe Limited |
Harare |
|
|
|
*Restricted Service Only |
|
|
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 |
||
|
|
|
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|
|
Foreign Sub-Custodian Network for BNY Mellon |
||
|
(Legacy Mellon) |
|
|
|
|
Country |
Subcustodian Name Legacy BNY |
City |
Argentina |
Citibank, N.A. |
Buenos Aires |
Australia |
National Australia Bank Ltd |
Melbourne_ |
Austria |
UniCredit Bank Austria AG |
Vienna |
Bahrain |
HSBC |
Manama |
Bangladesh |
Standard Chartered Bank |
Dhaka |
Belgium |
Citibank International Plc |
Brussels |
Benin |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
Bermuda |
HSBC Bank Bermuda Limited |
Hamilton |
Botswana |
Stanbic Bank Botswana Limited |
Gaborone |
Brazil |
Citibank N.A. |
Sao Paulo |
Bulgaria |
ING Bank N.V. |
Sofia |
Canada |
CIBC Mellon Trust Co |
Toronto |
Cayman Islands |
BNY Mellon |
New York |
Channel Islands |
BNY Mellon |
London |
Chile |
Banco Itau |
Santiago |
China-Shanghai |
HSBC |
Shanghai |
China- Shenzhen |
HSBC |
Shenzhen |
Colombia |
Cititrust Colombia S.A. |
Bogota |
Costa Rica |
Banco Nacional de Costa Rica |
San Jose |
Croatia |
Privredna Banka Zagreb D.D. |
Zagreb |
Cyprus |
BNP Paribas Securities Services, Athens |
Athens |
Czech Republic |
ING Bank N.V. |
Prague |
Denmark |
Danske Bank A/S |
Copenhagen |
Ecuador |
Banco de la Produccion S.A. |
Quito |
Egypt |
HSBC Bank Egypt SAE |
Cairo |
Estonia |
Skandinaviska Enskilda Banken AB |
Tallinn |
Euromarkets |
Clearstream Banking Luxembourg |
Brussels |
Euromarkets |
Euroclear Bank |
Brussels |
Finland |
SEB Helsinki |
Helsinki |
France |
BNP Paribas Securities Services |
Paris |
Germany |
BNY Mellon Asset Servicing GmbH |
Offenbach am Main |
Ghana |
Stanbic Bank Ghana Ltd |
Accra |
Greece |
BNP Paribas Securities Services, Athens |
Athens |
Guinea Bissau |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
Hong Kong SAR |
HSBC |
Kowloon |
Hungary |
ING Bank N.V. |
Budapest |
Iceland |
Islandsbanki hf |
Reykjavik |
India |
Deutsche Bank (DB) Mumbai |
Mumbai |
Indonesia |
HSBC |
Jakarta |
Ireland |
The Bank of New York Mellon |
London |
Israel |
Bank Hapoalim B.M. |
Tel Aviv |
Italy |
Intesa Sanpaolo S.p.A. |
Milan |
Ivory Coast |
Société Générale de Banques en Côte d'Ivoire |
Abidjan |
Japan |
Mizuho Corporate Bank / The Bank of Tokyo - Mitsubishi UFJ Ltd. |
Tokyo |
Jordan |
HSBC |
Amman |
Kazakhstan |
HSBC |
Almaty |
Kenya |
CFC Stanbic Bank Limited |
Nairobi |
Kuwait |
HSBC |
Safat |
Latvia |
Skandinaviska Enskilda Banken AB |
Riga |
Lebanon |
HSBC |
Beirut |
Lithuania |
Skandinaviska Enskilda Banken AB |
Vilnius |
Luxembourg |
Euroclear |
Brussels |
Malaysia |
HSBC Bank Malaysia Berhad |
Kuala Lumpur |
Mali |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
Malta |
HSBC Bank Malta Plc |
Valletta |
Mauritius |
HSBC |
Ebene |
Mexico |
Banco Nacional de México S.A. (Banamex S.A.) |
Mexico City |
Morocco |
Citibank Maghreb |
Casablanca |
Namibia |
Standard Bank Namibia Limited |
Windhoek |
Netherlands |
The Bank of New York Mellon SA/NV |
Amsterdam |
New Zealand |
National Australia Bank Ltd |
Auckland |
Niger |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
Nigeria |
Stanbic IBTC Plc Nigeria |
Victoria Island, Lagos |
Norway |
DnB NOR BANK ASA |
Oslo |
Oman |
HSBC |
Ruwi |
Pakistan |
Deutsche Bank AG |
Karachi |
Palestinian Autonomous Area |
HSBC Bank Middle East, Limited |
Ramallah |
Peru |
Citibank del Perú |
Lima |
Philippines |
HSBC |
Manila |
Poland |
ING Bank Slaski S.A. |
Warsaw |
Portugal |
Citibank International Plc, Sucursal em Portugal |
Lisbon |
Qatar |
HSBC |
Doha |
Romania |
ING Bank N.V. |
Bucharest |
Russia |
ZAO Citibank Moscow |
Moscow |
Saudi Arabia |
HSBC |
Riyadh |
Senegal |
Societe Generale de Banques en Cote D'ivoire |
Abidjan |
Serbia |
Bank Austria, Creditanstalt |
Belgrade |
Singapore |
DBS Bank Ltd |
Singapore |
Slovak Republic |
ING Bank N.V. |
Bratislava |
Slovenia |
UniCredit Bank |
Ljubljana |
South Africa |
Standard Bank of South Africa Limited |
Johannesburg |
South Korea |
HSBC |
Seoul |
Spain |
Santander Investment, S.A. |
Madrid |
Sri Lanka |
HSBC |
Colombo |
Swaziland |
Standard Bank Swaziland Limited |
Mbabane |
Sweden |
Skandinaviska Enskilda Banken AB |
Stockholm |
Switzerland |
UBS AG |
Zurich |
Taiwan |
Standard Chartered Bank |
Taipei |
Thailand |
HSBC |
Bangkok |
Tunisia |
Banque Internationale Arabe de Tunisie |
Tunis |
Turkey |
Deutsche Bank A.S. |
Istanbul |
Ukraine |
ING Bank Ukraine |
Kiev |
United Arab Emirates |
HSBC |
Dubai |
United Kingdom |
The Bank of New York Mellon / Deutsche Bank AG London (Depository and Clearing Centre) |
London |
United States |
The Bank of New York Mellon |
New York |
Uruguay |
Banco Itaú Uruguay S.A. |
Montevideo |
Venezuela |
Citibank, N.A. |
Caracas |
Vietnam |
HSBC |
Ho Chi Minh City |
Zambia |
Stanbic Bank Zambia Plc |
Lusaka |
Zimbabwe |
Stanbic Bank of Zimbabwe Ltd |
Harare |
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 |
||
|
|
|
|
|
|
Foreign Sub-Custodian Network for The Northern Trust Company |
||
|
|
|
|
|
|
Country |
Subcustodian Name |
Subcustodian Legal Address |
Argentina |
Citibank NA |
Bartolome Mitre 502/30 (C1036AAJ) Buenos Aires Argentina |
Australia |
HSBC Bank Australia Limited |
HSBC Custody and Clearing 580 George Street Sydney, NSW 2000 Australia |
Austria |
UniCredit Bank Austria A.G |
GLobal Securities Services Julius Tandler Platz 3/8398-TZ A-1090 Vienna Austria |
Bahrain |
HSBC Bank Middle East Limited |
Custody & Clearing Dept, 2nd floor, Building No: 2505, Road No: 2832, Al Seef 428, Kingdom of Bahrain |
Bangladesh |
Standard Chartered Bank |
Silver Tower, Level 7 52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212 Bangladesh |
Belgium |
Deutsche Bank AG |
Deutsche Bank AG, Filiale Amsterdam, Global Transaction Banking, Direct Securities Services, Herengracht 450-454, 1017 CA Amsterdam, Netherlands |
Bermuda |
HSBC Bank Bermuda Limited |
6 Front Street Hamilton HM11 Bermuda |
Bosnia and Herzegovina |
Raiffeisen Bank International AG (RBI) |
Am Stadtpark 9 1030 Vienna Austria |
Botswana |
Standard Chartered Bank Botswana Limited |
Standard Chartered Bank, Standard House Building, Queens Road, P. O. Box 496, Gaborone, Botswana |
Brazil |
Citibank NA |
Citibank N.A. Sao Paulo Av Paulista 1111 12th Floor Sao Paulo SP 01311-920 Brazil |
Bulgaria |
ING Bank NV |
12 Emil Bersinki Street Ivan Vazov Region 1408 Sofia Bulgaria |
Canada |
The Northern Trust Company, Canada |
145 King Street West Suite 1910 Toronto Ontario M5H 1J8 Canada |
CD's |
Deutsche Bank AG |
27 Leadenhall Street London EC3A 1AA |
Chile |
Banco de Chile |
Avda. Andres Bello 2687 3rd and 5th Floors Santiago Chile |
China A Share |
HSBC Bank (China) Company Limited |
33 Floor, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong, Shanghai, China (200120) |
China B Share |
HSBC Bank (China) Company Limited |
33 Floor, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong, Shanghai, China (200120) |
Colombia |
Cititrust Colombia |
Carrera 9A No. 99-02 First Floor Santafe de Bogota D.C. Colombia |
Croatia |
UniCredit Bank Austria AG |
Custody Department 3 Julius Tandler Platz A-1090 Vienna Austria |
Cyprus |
Citibank International plc |
8 Othonos Street - 4th floor, Athens 10557, Greece |
Czech Republic |
UniCredit Bank Czech Republic a.s. |
Revolucni 7 110 05 Prague Czech Republic |
Denmark |
Nordea Bank Danmark A/S |
Helgeshoj Alle 33 Hoje Taastrup DK-2630 Taastrup Denmark |
Egypt |
Citibank NA |
8 Ahmed Pasha Street Garden City Cairo Egypt |
Estonia |
Swedbank AS |
Liivalaia 8 15040 Tallinn Estonia |
Finland |
Nordea Bank Finland plc |
VC210 Aleksis Kiven Katu 3-5 Helsinki FIN-00020 |
France |
BNP Paribas Securities Services SA |
Grand Moulins de Pantin 9 rue du D[barcad(re 93500 Pantin |
Germany |
Deutsche Bank AG |
Taunusanlage 12 60262 Frankfurt am Main Germany Visiting address: Direct Securities Services Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn Germany |
Ghana |
Standard Chartered Ghana Limited |
Standard Chartered Bank Ghana address: Standard Chartered Bank, Standard Bank Building, High Street, P.O. Box 768, Accra, Ghana |
Greece |
Citibank International PLC |
8 Othonos Street 4th Floor 10557 Athens Greece |
Hong Kong |
The Hongkong & Shanghai Banking Corporation Limited |
Custody and Clearing HSBC Securities Services 5/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong |
Hungary |
UniCredit Bank Hungary Zrt |
Szabadsag ter 5-6, HU-1054, Budapest, Hungary |
Iceland |
Landsbankinn hf |
Custody Division Eignarstyringarsvid Hafnarstraeti 5 IS-155 Reykjavik Iceland |
India |
Citibank NA |
3rd Floor, "TRENT HOUSE", G Block, Plot No.60, Bandra Kurla Complex, Bandra - East Mumbai 400051 India |
Indonesia |
Standard Chartered Bank |
Menara Standard Chartered 5th Floor Jl. Prof. Dr. Satrio No. 164 Jakarta 12930 Indonesia |
Ireland |
The Northern Trust Company, London |
50 Bank Street, Canary Wharf London E145NT United Kingdom |
Israel |
Bank Leumi Le-Israel BM |
24-32 Yehuda Halevi Street Tel-Aviv Israel |
Italy |
BNP Paribas Securities Services SA |
Via Ansperto 5 20123 Milan Italy |
Japan |
The Hongkong & Shanghai Banking Corporation Limited |
Custody and Clearing 6F HSBC Building 11-1 Nihonbashi 3-chome Chuo-Ku Tokyo Japan 103-0027 |
Jordan |
HSBC Bank Middle East Limited |
PO Box 925286 5th Circle Amman 11190 Jordan |
Kazakhstan |
HSBC Bank Kazakhstan JSC |
43 Dostyk Avenue Almaty 480021 Republic of Kazakhstan |
Kenya |
Standard Chartered Bank Kenya Limited |
Standard Chartered Bank Kenya, 48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya |
Kuwait |
HSBC Bank Middle East Limited |
Kuwait City, Qibla Area, Hamad Al-Saqr Street, Kharafi Tower, G/1/2 Floors, PO Box 1683, Safat 13017, Kuwait |
Latvia |
Swedbank AS |
Balasta dambis la Riga LV-1048 Latvia |
Lebanon |
HSBC Bank Middle East Limited |
PO Box 11-1380 Riad El Solh Beirut 1107 2080 |
Lithuania |
SEB Bankas |
Gedimino pr. 12 lt-2600 Vilnius Lithuania |
Luxembourg |
Euroclear SA/NV |
1 Boulevard du Roi Albert II B1210 Brussels Belgium |
Malaysia |
HSBC Bank Malaysia Berhad |
Custody and Clearing 12th Floor, South Tower No.2 Leboh Ampang 50100 Kuala Lumpur Malaysia |
Malta |
HSBC Bank Malta PLC |
116 Archbishop Street Valletta VLT 1444 Malta |
Mauritius |
The Hongkong & Shanghai Banking Corporation Limited |
HSBC Centre 18 Cybercity Ebene Mauritius |
Mexico |
Banco Nacional de Mexico SA |
WWSS Division Act.Roberto Medellin 800 3er Piso Norte Colonia Santa Fe Mexico D.F. 01210 |
Morocco |
Societe Generale Marocaines de Banques |
55 Boulevard Abdelmoumen 20100, Casablanca Morocco |
Namibia |
Standard Bank Namibia Limited |
Standard Bank Center Corner Werner List Street and Postal Street Mall - 2nd Floor Windhoek Namibia |
Netherlands |
ABN AMRO Bank N.V |
Gustav Mahlerlaan 1082 PP Amsterdam Netherlands |
New Zealand |
The Hongkong and Shanghai Banking Corporation Limited |
HSBC House, Level 9 1 Queen Street, Auckland New Zealand |
Nigeria |
Stanbic IBTC Bank Plc |
PHYSICAL ADDRESS: 1712 Idejo Street Lagos Nigeria POSTAL ADDRESS: PO Box 54746 Falomo Ikoyi Nigeria |
Norway |
Nordea Bank Norge ASA |
Essendropsgate 7 NO-0368 Oslo Norway |
Oman |
HSBC Bank Middle East Limited |
BBME Building Greater Muttrah Ruwi PO Box 240 Muscat Sultande of Oman |
Pakistan |
Citibank NA |
AWT Plaza 1.1 Chundrigar Road PO Box 4889 Karachi Pakistan 74200 |
Palestine |
HSBC Bank Middle East Limited |
PO Box 2067 Ramallah Palestine |
Peru |
Citibank del Peru SA |
WWSS - 3 er Piso Av. Canaval y Moreyra#480 San Isidro Lima 27 - Peru |
Philippines |
The Hongkong & Shanghai Banking Corporation Limited |
7/F HSBC Centre 3058 Fifth Avenue West Bonifacio Global City Taguig City 1634 Philippines |
Poland |
Bank Polska Kasa Opieki SA |
53/57 Grzybowska Str 00-950 Warsaw Poland |
Portugal |
Banco Santander Totta |
Av. Eng. Duarte Pacheco, Amoreiras Torre 1-5, 1099-024, Lisbon, Portugal |
Qatar |
HSBC Bank Middle East Limited |
3rd Floor, Ali Bin Ali Building, Al Matar Street #950, BLDG 150, Ummoglina, Area 27, Doha, Qatar |
Republic of Korea |
The Hongkong & Shanghai Banking Corporation Limited |
5/F HSBC Building #25 Bongrae-dong 1-ga Chung-ku Seoul South Korea C.P.O. Box 6910 |
Romania |
ING Bank NV |
ING Bank N.V. Bucharest Branch 11-13 Av Kiseleff PO Box 2-208 Bucharest Romania |
Russia |
ING Bank (Eurasia) ZAO |
Krasnoproletarskaya Street 36 127473 Moscow Russian Federation |
Saudi Arabia |
Saudi British Bank Securities Limited |
King Abdullah Road, Riyadh 11413, Saudi Arabia |
Serbia |
UniCredit Bank Serbia JSC |
Rajiceva 27-29 11000 Belgrade Serbia |
Singapore |
DBS Bank Ltd |
60 Alexandra Terrace #05-27 The Comtech Singapore 118502 |
Slovak Republic |
ING Bank NV Bratislava Branch |
Jesenskeho 4/C 811 022 Bratislava Slovak Republic |
Slovenia |
UniCredit Banka Slovenija d.d. |
Wolfova 1 SI-1000 Ljubljana Slovenia |
South Africa |
Standard Bank of South Africa Limited |
Financial Asset Services Division 25 Sauer Street Johannesburg 2000 South Africa |
Spain |
BNP Paribas Securities Services SA |
C/Ribera del Loira 28 3rd Floor 28042 Madrid Spain |
Sri Lanka |
Standard Chartered Bank |
Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka |
Swaziland |
Standard Bank Swaziland Limited |
Swazi Plaza Mbabane Swaziland |
Sweden |
Svenska Handelsbanken AB publ |
Nordic Custody Services, Blasieholmstorg 12, SE-106 70 Stockholm Sweden |
Switzerland |
UBS AG |
Badenerstrasse 574 PO Box CH-8098 Zurich Switzerland |
Taiwan |
Bank of Taiwan |
49 Wu Chang Street Sec. 1 Taipei 100 Taiwan Republic of China |
Thailand |
Citibank NA |
Securities and Fund Services, Citibank, N.A. Bangkok 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110 Thailand |
Trinidad & Tobago |
Republic Bank Limited |
9-17 Park Street Port of Spain Repubic of Trinidad and Tobago |
Tunisia |
Banque Internationale Arabe de Tunisie |
70-72 avenue Habib Bourguiba 1000 Tunis Tunisia |
Turkey |
Deutsche Bank AS |
Tekfen Tower Eski Buyukdere Caddesi No.209 34394 Levent Istanbul Turkey |
UAE - ADX |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates |
UAE - DFM |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates |
UAE - NASDAQ Dubai |
HSBC Bank Middle East Limited |
HSBC Securities Services, Emaar Square, Level 3, Building 5, PO Box 502601, Dubai, United Arab Emirates |
Uganda |
Standard Chartered Bank Uganda Limited |
Standard Chartered Bank Uganda address: Standard Chartered Bank, 5 Speke Road, P.O. Box, 7111, Kampala, Uganda |
UK |
The Northern Trust Company, London |
50 Bank Street Canary Wharf London E14 5NT United Kingdom |
Ukraine |
ING Bank Ukraine |
30-A Spaska Street 04070 Kiev Ukraine |
United States |
The Northern Trust Company |
50 South La Salle Street Chicago IL 60603 USA |
Uruguay |
Banco Itau Uruguay SA |
Zabala 1463 11000 Montevideo Uruguay |
Venezuela |
Citibank NA |
WWSS Avda. Casanova Centro Comercial El Recro Torre Norte Piso 18 Caracas Venezuela |
Vietnam |
HSBC Bank (Vietnam) Ltd |
The Metropolitan 235 Dong Khoi Street District 1 Ho Chi Minh City Vietnam |
West Africa |
United Bank for Africa plc |
Blvd Botreau-Roussel - Le Plateau 17 BP 808 Abidjan 17 (Côte d'Ivoire) |
Zambia |
Standard Chartered Bank Zambia Limited |
Standard Chartered Bank Zambia address: Standard Chartered Bank, Standard House, Cairo Road, P.O. Box 32238, Lusaka, Zambia |
MANAGEMENT CONTRACT
between
FIDELITY SECURITIES FUND
FIDELITY SERIES REAL ESTATE INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 19th day of January, 2011, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Series Real Estate Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
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, 2012 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 SECURITIES FUND |
|
|
on behalf of Fidelity Series Real Estate Income Fund |
|
|
|
|
|
By |
/s/Kenneth B. Robins |
|
|
Kenneth B. Robins |
|
|
President and Treasurer |
|
|
|
|
FIDELITY MANAGEMENT & RESEARCH COMPANY |
|
|
|
|
|
By |
/s/JS Wynant |
|
|
JS Wynant |
|
|
Senior Vice President |
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 19th day of January, 2011, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").
WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ´´Fund"), on behalf of Fidelity Series Real Estate Income Fund (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Portfolio's assets as the Adviser shall designate 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 or Sub-Adviser. The Sub-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 personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, 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) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.
(c) The Sub-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 Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-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 Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-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 Sub-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 Sub-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.
2. As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Portfolio.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-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 Agreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.
6. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser 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.
7. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2012 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund'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 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 interpretive 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 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to such 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 Adviser, the Sub-Adviser 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 by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.
8. The Sub-Adviser 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 Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.
9. 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 Investment Company Act of 1940 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.
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FMR CO., INC. |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Senior Vice President |
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AGREEMENT made 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; 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. |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/JS Wynant |
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JS Wynant |
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Vice President |
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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 |
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BY: |
/s/ JS Wynant |
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JS Wynant |
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Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/ JS Wynant |
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JS Wynant |
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Vice President |
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