0000754510-14-000128.txt : 20140331 0000754510-14-000128.hdr.sgml : 20140331 20140331134218 ACCESSION NUMBER: 0000754510-14-000128 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20140131 FILED AS OF DATE: 20140331 DATE AS OF CHANGE: 20140331 EFFECTIVENESS DATE: 20140331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-04118 FILM NUMBER: 14729113 BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 0000754510 S000007191 Fidelity OTC Portfolio C000019679 Fidelity OTC Portfolio FOCPX C000064268 Class K FOCKX 0000754510 S000007192 Fidelity Real Estate Income Fund C000019680 Fidelity Real Estate Income Fund FRIFX C000087887 Fidelity Advisor Real Estate Income Fund: Class A FRINX C000087889 Fidelity Advisor Real Estate Income Fund: Class C FRIOX C000087890 Fidelity Advisor Real Estate Income Fund: Class T FRIQX C000087891 Fidelity Advisor Real Estate Income Fund: Institutional Class FRIRX 0000754510 S000007193 Fidelity Small Cap Growth Fund C000019681 Fidelity Small Cap Growth Fund FCPGX C000019682 Fidelity Advisor Small Cap Growth Fund: Class A FCAGX C000019683 Fidelity Advisor Small Cap Growth Fund: Class B FCBGX C000019684 Fidelity Advisor Small Cap Growth Fund: Class C FCCGX C000019685 Fidelity Advisor Small Cap Growth Fund: Class T FCTGX C000019686 Fidelity Advisor Small Cap Growth Fund: Institutional Class FCIGX C000076773 Class F FCPFX 0000754510 S000007194 Fidelity Small Cap Value Fund C000019687 Fidelity Small Cap Value Fund FCPVX C000019688 Fidelity Advisor Small Cap Value Fund: Class A FCVAX C000019689 Fidelity Advisor Small Cap Value Fund: Class B FCVBX C000019690 Fidelity Advisor Small Cap Value Fund: Class C FCVCX C000019691 Fidelity Advisor Small Cap Value Fund: Class T FCVTX C000019692 Fidelity Advisor Small Cap Value Fund: Institutional Class FCVIX C000076774 Class F FSVFX 0000754510 S000007195 Fidelity Blue Chip Growth Fund C000019693 Fidelity Blue Chip Growth Fund FBGRX C000064269 Class K FBGKX C000076775 Class F FBCFX 0000754510 S000007196 Fidelity Blue Chip Value Fund C000019694 Fidelity Blue Chip Value Fund FBCVX 0000754510 S000007197 Fidelity Dividend Growth Fund C000019695 Fidelity Dividend Growth Fund FDGFX C000064270 Class K FDGKX 0000754510 S000007198 Fidelity Growth & Income Portfolio C000019696 Fidelity Growth & Income Portfolio FGRIX C000064271 Class K FGIKX 0000754510 S000007200 Fidelity Leveraged Company Stock Fund C000019698 Fidelity Leveraged Company Stock Fund FLVCX C000064272 Class K FLCKX 0000754510 S000015587 Fidelity Series Small Cap Opportunities Fund C000042507 Fidelity Series Small Cap Opportunities Fund FSOPX C000076776 Class F FSOFX 0000754510 S000031548 Fidelity Series Real Estate Income Fund C000098199 Fidelity Series Real Estate Income Fund FSREX C000098200 Class F FSRWX 0000754510 S000033805 Fidelity Series Real Estate Equity Fund C000104444 Fidelity Series Real Estate Equity Fund FREDX C000104445 Class F FREFX 0000754510 S000042624 Fidelity Series Blue Chip Growth Fund C000131779 Fidelity Series Blue Chip Growth Fund FSBEX C000131780 Class F FSBDX NSAR-A 1 answer04118.fil ANSWER FILE PAGE 1 000 A000000 01/31/2014 000 C000000 0000754510 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY SECURITIES FUND 001 B000000 811-04118 001 C000000 6037917481 002 A000000 245 SUMMER STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02210 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 13 007 C010100 1 007 C020100 Fidelity OTC Portfolio 007 C030100 N 007 C010200 2 007 C020200 Fidelity Growth & Income Portfolio 007 C030200 N 007 C010300 3 007 C020300 Fidelity Blue Chip Growth Fund 007 C030300 N 007 C010400 4 007 C020400 Fidelity Dividend Growth Fund 007 C030400 N 007 C010600 6 007 C020600 Fidelity Leveraged Company Stock Fund 007 C030600 N 007 C010800 8 007 C020800 Fidelity Blue Chip Value Fund 007 C030800 N 007 C010900 9 007 C020900 Fidelity Real Estate Income Fund 007 C030900 N 007 C011000 10 007 C021000 Fidelity Small Cap Growth Fund 007 C031000 N 007 C011100 11 007 C021100 Fidelity Small Cap Value Fund 007 C031100 N 007 C011300 13 007 C021300 Fidelity Series Small Cap Opp Fund PAGE 2 007 C031300 N 007 C011400 14 007 C021400 Fidelity Series Real Estate Income Fund 007 C031400 N 007 C011500 15 007 C021500 Fidelity Series Real Estate Equity Fund 007 C031500 N 007 C011600 16 007 C021600 Fidelity Series Blue Chip Growth Fund 007 C031600 N 008 A000101 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000101 A 008 C000101 801-7884 008 D010101 BOSTON 008 D020101 MA 008 D030101 02210 008 A000102 FMR CO., INC. (FMRC) 008 B000102 S 008 C000102 801-3447 008 D010102 BOSTON 008 D020102 MA 008 D030102 02210 008 A000103 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000103 S 008 C000103 801-69507 008 D010103 HONG KONG 008 D050103 HONG KONG, SAR 008 A000104 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000104 S 008 C000104 801-69571 008 D010104 BOSTON 008 D020104 MA 008 D030104 02210 008 A000105 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000105 A 008 C000105 801-28773 008 D010105 BOSTON 008 D020105 MA 008 D030105 02210 008 A000201 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000201 A 008 C000201 801-7884 008 D010201 BOSTON 008 D020201 MA 008 D030201 02210 008 A000202 FMR CO., INC. (FMRC) 008 B000202 S 008 C000202 801-3447 008 D010202 BOSTON 008 D020202 MA 008 D030202 02210 PAGE 3 008 A000203 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000203 S 008 C000203 801-28773 008 D010203 BOSTON 008 D020203 MA 008 D030203 02210 008 A000204 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000204 S 008 C000204 801-69507 008 D010204 HONG KONG 008 D050204 HONG KONG, SAR 008 A000205 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000205 S 008 C000205 801-69571 008 D010205 BOSTON 008 D020205 MA 008 D030205 02210 008 A000301 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000301 A 008 C000301 801-7884 008 D010301 BOSTON 008 D020301 MA 008 D030301 02210 008 A000302 FMR CO., INC. (FMRC) 008 B000302 S 008 C000302 801-3447 008 D010302 BOSTON 008 D020302 MA 008 D030302 02210 008 A000303 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000303 S 008 C000303 801-28773 008 D010303 BOSTON 008 D020303 MA 008 D030303 02210 008 A000304 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000304 S 008 C000304 801-69507 008 D010304 HONG KONG 008 D050304 HONG KONG, SAR 008 A000305 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000305 S 008 C000305 801-69571 008 D010305 BOSTON 008 D020305 MA 008 D030305 02210 008 A000401 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000401 A 008 C000401 801-7884 008 D010401 BOSTON 008 D020401 MA PAGE 4 008 D030401 02210 008 A000402 FMR CO., INC. (FMRC) 008 B000402 S 008 C000402 801-3447 008 D010402 BOSTON 008 D020402 MA 008 D030402 02210 008 A000403 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000403 S 008 C000403 801-28773 008 D010403 BOSTON 008 D020403 MA 008 D030403 02210 008 A000404 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000404 S 008 C000404 801-69507 008 D010404 HONG KONG 008 D050404 HONG KONG, SAR 008 A000405 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000405 S 008 C000405 801-69571 008 D010405 BOSTON 008 D020405 MA 008 D030405 02210 008 A000601 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000601 A 008 C000601 801-7884 008 D010601 BOSTON 008 D020601 MA 008 D030601 02210 008 A000602 FMR CO., INC. (FMRC) 008 B000602 S 008 C000602 801-3447 008 D010602 BOSTON 008 D020602 MA 008 D030602 02210 008 A000603 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000603 S 008 C000603 801-28773 008 D010603 BOSTON 008 D020603 MA 008 D030603 02210 008 A000604 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000604 S 008 C000604 801-69507 008 D010604 HONG KONG 008 D050604 HONG KONG, SAR 008 A000605 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000605 S 008 C000605 801-69571 008 D010605 BOSTON PAGE 5 008 D020605 MA 008 D030605 02210 008 A000801 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000801 A 008 C000801 801-7884 008 D010801 BOSTON 008 D020801 MA 008 D030801 02210 008 A000802 FMR CO., INC. (FMRC) 008 B000802 S 008 C000802 801-3447 008 D010802 BOSTON 008 D020802 MA 008 D030802 02210 008 A000803 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000803 S 008 C000803 801-28773 008 D010803 BOSTON 008 D020803 MA 008 D030803 02210 008 A000804 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000804 S 008 C000804 801-69507 008 D010804 HONG KONG 008 D050804 HONG KONG, SAR 008 A000805 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000805 S 008 C000805 801-69571 008 D010805 BOSTON 008 D020805 MA 008 D030805 02210 008 A000901 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000901 A 008 C000901 801-7884 008 D010901 BOSTON 008 D020901 MA 008 D030901 02210 008 A000902 FMR CO., INC. (FMRC) 008 B000902 S 008 C000902 801-3447 008 D010902 BOSTON 008 D020902 MA 008 D030902 02210 008 A000903 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000903 S 008 C000903 801-28773 008 D010903 BOSTON 008 D020903 MA 008 D030903 02210 008 A000904 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000904 S PAGE 6 008 C000904 801-69507 008 D010904 HONG KONG 008 D050904 HONG KONG, SAR 008 A000905 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B000905 S 008 C000905 801-69571 008 D010905 BOSTON 008 D020905 MA 008 D030905 02210 008 A001001 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001001 A 008 C001001 801-7884 008 D011001 BOSTON 008 D021001 MA 008 D031001 02210 008 A001002 FMR CO., INC. (FMRC) 008 B001002 S 008 C001002 801-3447 008 D011002 BOSTON 008 D021002 MA 008 D031002 02210 008 A001003 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B001003 S 008 C001003 801-28773 008 D011003 BOSTON 008 D021003 MA 008 D031003 02210 008 A001004 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001004 S 008 C001004 801-69507 008 D011004 HONG KONG 008 D051004 HONG KONG, SAR 008 A001005 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B001005 S 008 C001005 801-69571 008 D011005 BOSTON 008 D021005 MA 008 D031005 02210 008 A001101 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001101 A 008 C001101 801-7884 008 D011101 BOSTON 008 D021101 MA 008 D031101 02210 008 A001102 FMR CO., INC. (FMRC) 008 B001102 S 008 C001102 801-3447 008 D011102 BOSTON 008 D021102 MA 008 D031102 02210 008 A001103 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. PAGE 7 008 B001103 S 008 C001103 801-28773 008 D011103 BOSTON 008 D021103 MA 008 D031103 02210 008 A001104 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001104 S 008 C001104 801-69507 008 D011104 HONG KONG 008 D051104 HONG KONG, SAR 008 A001105 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B001105 S 008 C001105 801-69571 008 D011105 BOSTON 008 D021105 MA 008 D031105 02210 008 A001301 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001301 A 008 C001301 801-7884 008 D011301 BOSTON 008 D021301 MA 008 D031301 02210 008 A001302 FMR CO., INC. (FMRC) 008 B001302 S 008 C001302 801-3447 008 D011302 BOSTON 008 D021302 MA 008 D031302 02210 008 A001303 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B001303 S 008 C001303 801-28773 008 D011303 BOSTON 008 D021303 MA 008 D031303 02210 008 A001304 FIL INVESTMENTS (JAPAN) LIMITED (FIJ) 008 B001304 S 008 C001304 801-45731 008 D011304 TOKYO 008 D051304 JAPAN 008 A001305 FIL INVESTMENT ADVISORS 008 B001305 S 008 C001305 801-21347 008 D011305 PEMBROKE 008 D051305 BERMUDA 008 A001306 FIL INVESTMENT ADVISORS (UK) LIMITED 008 B001306 S 008 C001306 801-23620 008 D011306 HILDENBOROUGH 008 D051306 UNITED KINGDOM 008 A001307 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001307 S PAGE 8 008 C001307 801-69507 008 D011307 HONG KONG 008 D051307 HONG KONG, SAR 008 A001308 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B001308 S 008 C001308 801-69571 008 D011308 BOSTON 008 D021308 MA 008 D031308 02210 008 A001401 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001401 A 008 C001401 801-7884 008 D011401 BOSTON 008 D021401 MA 008 D031401 02210 008 A001402 FMR CO., INC. (FMRC) 008 B001402 S 008 C001402 801-3447 008 D011402 BOSTON 008 D021402 MA 008 D031402 02210 008 A001403 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B001403 S 008 C001403 801-28773 008 D011403 BOSTON 008 D021403 MA 008 D031403 02210 008 A001404 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001404 S 008 C001404 801-69507 008 D011404 HONG KONG 008 D051404 HONG KONG, SAR 008 A001405 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B001405 S 008 C001405 801-69571 008 D011405 BOSTON 008 D021405 MA 008 D031405 02210 008 A001501 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001501 A 008 C001501 801-7884 008 D011501 BOSTON 008 D021501 MA 008 D031501 02210 008 A001502 FMR CO., INC. (FMRC) 008 B001502 S 008 C001502 801-3447 008 D011502 BOSTON 008 D021502 MA 008 D031502 02210 008 A001503 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 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(FMRC) 008 B001602 S 008 C001602 801-3447 008 D011602 BOSTON 008 D021602 MA 008 D031602 02210 008 A001603 FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. 008 B001603 S 008 C001603 801-69571 008 D011603 BOSTON 008 D021603 MA 008 D031603 02210 008 A001604 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001604 S 008 C001604 801-69507 008 D011604 HONG KONG 008 D051604 HONG KONG, SAR 011 A00AA01 FIDELITY DISTRIBUTORS CORPORATION 011 B00AA01 8-8775 011 C01AA01 SMITHFIELD 011 C02AA01 RI 011 C03AA01 02917 012 A000101 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000101 84-1839 012 C010101 BOSTON 012 C020101 MA 012 C030101 02210 012 A000201 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000201 84-1839 PAGE 10 012 C010201 BOSTON 012 C020201 MA 012 C030201 02210 012 A000301 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000301 84-1839 012 C010301 BOSTON 012 C020301 MA 012 C030301 02210 012 A000401 FIDELITY INVESTMENTS INSTIT. 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A020100 0 PAGE 22 028 A030100 0 028 A040100 120761 028 B010100 278186 028 B020100 761921 028 B030100 0 028 B040100 147150 028 C010100 323079 028 C020100 0 028 C030100 0 028 C040100 400122 028 D010100 171766 028 D020100 0 028 D030100 0 028 D040100 222436 028 E010100 177563 028 E020100 458806 028 E030100 0 028 E040100 220777 028 F010100 377696 028 F020100 0 028 F030100 0 028 F040100 175161 028 G010100 1593138 028 G020100 1220727 028 G030100 0 028 G040100 1286407 028 H000100 0 028 A010200 63395 028 A020200 0 028 A030200 0 028 A040200 94184 028 B010200 53172 028 B020200 0 028 B030200 0 028 B040200 122534 028 C010200 61612 028 C020200 31459 028 C030200 0 028 C040200 95804 028 D010200 68854 028 D020200 0 028 D030200 0 028 D040200 69618 028 E010200 77481 028 E020200 34001 028 E030200 0 028 E040200 148482 028 F010200 103813 028 F020200 0 028 F030200 0 028 F040200 120670 PAGE 23 028 G010200 428327 028 G020200 65460 028 G030200 0 028 G040200 651292 028 H000200 0 028 A010300 243344 028 A020300 0 028 A030300 0 028 A040300 285311 028 B010300 234793 028 B020300 1112254 028 B030300 0 028 B040300 259206 028 C010300 439060 028 C020300 0 028 C030300 0 028 C040300 256045 028 D010300 259657 028 D020300 0 028 D030300 0 028 D040300 7629444 028 E010300 285898 028 E020300 324142 028 E030300 0 028 E040300 298290 028 F010300 414425 028 F020300 0 028 F030300 0 028 F040300 227690 028 G010300 1877177 028 G020300 1436396 028 G030300 0 028 G040300 8955986 028 H000300 0 028 A010400 53906 028 A020400 0 028 A030400 0 028 A040400 97629 028 B010400 51510 028 B020400 578901 028 B030400 0 028 B040400 125921 028 C010400 64511 028 C020400 2 028 C030400 0 028 C040400 139159 028 D010400 87226 028 D020400 0 028 D030400 0 028 D040400 123990 028 E010400 78659 PAGE 24 028 E020400 223824 028 E030400 0 028 E040400 325225 028 F010400 89866 028 F020400 0 028 F030400 0 028 F040400 168472 028 G010400 425678 028 G020400 802727 028 G030400 0 028 G040400 980396 028 H000400 0 028 A010600 61458 028 A020600 0 028 A030600 0 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0 035 000300 0 035 000400 0 035 000600 0 035 000800 0 035 000900 58 035 001000 4 035 001100 3 035 001300 0 035 001400 0 035 001500 0 035 001600 0 036 B000100 0 036 B000200 0 036 B000300 0 036 B000400 0 036 B000600 0 PAGE 32 036 B000800 0 036 A000900 N 036 B000900 0 036 A001000 N 036 B001000 0 036 A001100 N 036 B001100 0 036 B001300 0 036 B001400 0 036 B001500 0 036 B001600 0 037 000100 N 037 000200 N 037 000300 N 037 000400 N 037 000600 Y 037 000800 N 037 000900 Y 037 001000 Y 037 001100 Y 037 001300 N 037 001400 N 037 001500 N 037 001600 N 038 000100 0 038 000200 0 038 000300 0 038 000400 0 038 000600 212 038 000800 0 038 000900 312 038 001000 142 038 001100 390 038 001300 0 038 001400 0 038 001500 0 038 001600 0 039 000100 N 039 000200 N 039 000300 N 039 000400 N 039 000600 N 039 000800 N 039 000900 N 039 001000 N 039 001100 N 039 001300 N 039 001400 N 039 001500 N 039 001600 N 040 000100 Y PAGE 33 040 000200 Y 040 000300 Y 040 000400 Y 040 000600 Y 040 000800 Y 040 000900 Y 040 001000 Y 040 001100 Y 040 001300 Y 040 001400 Y 040 001500 Y 040 001600 Y 041 000100 N 041 000200 N 041 000300 N 041 000400 N 041 000600 N 041 000800 N 041 000900 Y 041 001000 Y 041 001100 Y 041 001300 N 041 001400 N 041 001500 N 041 001600 N 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 042 A000200 0 042 B000200 0 042 C000200 0 042 D000200 0 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 042 A000400 0 042 B000400 0 PAGE 34 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 042 A000600 0 042 B000600 0 042 C000600 0 042 D000600 0 042 E000600 0 042 F000600 0 042 G000600 0 042 H000600 0 042 A000800 0 042 B000800 0 042 C000800 0 042 D000800 0 042 E000800 0 042 F000800 0 042 G000800 0 042 H000800 0 042 A000900 0 042 B000900 0 042 C000900 100 042 D000900 0 042 E000900 0 042 F000900 0 042 G000900 0 042 H000900 0 042 A001000 0 042 B001000 0 042 C001000 100 042 D001000 0 042 E001000 0 042 F001000 0 042 G001000 0 042 H001000 0 042 A001100 0 042 B001100 0 042 C001100 100 042 D001100 0 042 E001100 0 042 F001100 0 042 G001100 0 042 H001100 0 042 A001300 0 042 B001300 0 042 C001300 0 042 D001300 0 042 E001300 0 PAGE 35 042 F001300 0 042 G001300 0 042 H001300 0 042 A001400 0 042 B001400 0 042 C001400 0 042 D001400 0 042 E001400 0 042 F001400 0 042 G001400 0 042 H001400 0 042 A001500 0 042 B001500 0 042 C001500 0 042 D001500 0 042 E001500 0 042 F001500 0 042 G001500 0 042 H001500 0 042 A001600 0 042 B001600 0 042 C001600 0 042 D001600 0 042 E001600 0 042 F001600 0 042 G001600 0 042 H001600 0 043 000100 0 043 000200 0 043 000300 0 043 000400 0 043 000600 0 043 000800 0 043 000900 1500 043 001000 408 043 001100 1047 043 001300 0 043 001400 0 043 001500 0 043 001600 0 044 000100 773 044 000200 3 044 000300 41 044 000400 6 044 000600 0 044 000800 0 044 000900 231 044 001000 44 044 001100 169 044 001300 0 044 001400 0 PAGE 36 044 001500 0 044 001600 0 045 000100 Y 045 000200 Y 045 000300 Y 045 000400 Y 045 000600 Y 045 000800 Y 045 000900 Y 045 001000 Y 045 001100 Y 045 001300 Y 045 001400 Y 045 001500 Y 045 001600 Y 046 000100 N 046 000200 N 046 000300 N 046 000400 N 046 000600 N 046 000800 N 046 000900 N 046 001000 N 046 001100 N 046 001300 N 046 001400 N 046 001500 N 046 001600 N 047 000100 N 047 000200 N 047 000300 N 047 000400 N 047 000600 N 047 000800 N 047 000900 N 047 001000 N 047 001100 N 047 001300 N 047 001400 N 047 001500 N 047 001600 N 048 000100 0.000 048 A010100 0 048 A020100 0.000 048 B010100 0 048 B020100 0.000 048 C010100 0 048 C020100 0.000 048 D010100 0 048 D020100 0.000 048 E010100 0 PAGE 37 048 E020100 0.000 048 F010100 0 048 F020100 0.000 048 G010100 0 048 G020100 0.000 048 H010100 0 048 H020100 0.000 048 I010100 0 048 I020100 0.000 048 J010100 0 048 J020100 0.000 048 K010100 0 048 K020100 0.000 048 000200 0.000 048 A010200 0 048 A020200 0.000 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 0 048 K020200 0.000 048 000300 0.000 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 PAGE 38 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 048 000400 0.000 048 A010400 0 048 A020400 0.000 048 B010400 0 048 B020400 0.000 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 0 048 K020400 0.000 048 000600 0.000 048 A010600 0 048 A020600 0.000 048 B010600 0 048 B020600 0.000 048 C010600 0 048 C020600 0.000 048 D010600 0 048 D020600 0.000 048 E010600 0 048 E020600 0.000 048 F010600 0 048 F020600 0.000 048 G010600 0 048 G020600 0.000 048 H010600 0 048 H020600 0.000 048 I010600 0 048 I020600 0.000 048 J010600 0 PAGE 39 048 J020600 0.000 048 K010600 0 048 K020600 0.000 048 000800 0.000 048 A010800 0 048 A020800 0.000 048 B010800 0 048 B020800 0.000 048 C010800 0 048 C020800 0.000 048 D010800 0 048 D020800 0.000 048 E010800 0 048 E020800 0.000 048 F010800 0 048 F020800 0.000 048 G010800 0 048 G020800 0.000 048 H010800 0 048 H020800 0.000 048 I010800 0 048 I020800 0.000 048 J010800 0 048 J020800 0.000 048 K010800 0 048 K020800 0.000 048 000900 0.000 048 A010900 0 048 A020900 0.000 048 B010900 0 048 B020900 0.000 048 C010900 0 048 C020900 0.000 048 D010900 0 048 D020900 0.000 048 E010900 0 048 E020900 0.000 048 F010900 0 048 F020900 0.000 048 G010900 0 048 G020900 0.000 048 H010900 0 048 H020900 0.000 048 I010900 0 048 I020900 0.000 048 J010900 0 048 J020900 0.000 048 K010900 0 048 K020900 0.000 048 001000 0.000 048 A011000 0 PAGE 40 048 A021000 0.000 048 B011000 0 048 B021000 0.000 048 C011000 0 048 C021000 0.000 048 D011000 0 048 D021000 0.000 048 E011000 0 048 E021000 0.000 048 F011000 0 048 F021000 0.000 048 G011000 0 048 G021000 0.000 048 H011000 0 048 H021000 0.000 048 I011000 0 048 I021000 0.000 048 J011000 0 048 J021000 0.000 048 K011000 0 048 K021000 0.000 048 001100 0.000 048 A011100 0 048 A021100 0.000 048 B011100 0 048 B021100 0.000 048 C011100 0 048 C021100 0.000 048 D011100 0 048 D021100 0.000 048 E011100 0 048 E021100 0.000 048 F011100 0 048 F021100 0.000 048 G011100 0 048 G021100 0.000 048 H011100 0 048 H021100 0.000 048 I011100 0 048 I021100 0.000 048 J011100 0 048 J021100 0.000 048 K011100 0 048 K021100 0.000 048 001300 0.000 048 A011300 0 048 A021300 0.000 048 B011300 0 048 B021300 0.000 048 C011300 0 048 C021300 0.000 PAGE 41 048 D011300 0 048 D021300 0.000 048 E011300 0 048 E021300 0.000 048 F011300 0 048 F021300 0.000 048 G011300 0 048 G021300 0.000 048 H011300 0 048 H021300 0.000 048 I011300 0 048 I021300 0.000 048 J011300 0 048 J021300 0.000 048 K011300 0 048 K021300 0.000 048 001400 0.000 048 A011400 0 048 A021400 0.000 048 B011400 0 048 B021400 0.000 048 C011400 0 048 C021400 0.000 048 D011400 0 048 D021400 0.000 048 E011400 0 048 E021400 0.000 048 F011400 0 048 F021400 0.000 048 G011400 0 048 G021400 0.000 048 H011400 0 048 H021400 0.000 048 I011400 0 048 I021400 0.000 048 J011400 0 048 J021400 0.000 048 K011400 0 048 K021400 0.000 048 001500 0.000 048 A011500 0 048 A021500 0.000 048 B011500 0 048 B021500 0.000 048 C011500 0 048 C021500 0.000 048 D011500 0 048 D021500 0.000 048 E011500 0 048 E021500 0.000 048 F011500 0 PAGE 42 048 F021500 0.000 048 G011500 0 048 G021500 0.000 048 H011500 0 048 H021500 0.000 048 I011500 0 048 I021500 0.000 048 J011500 0 048 J021500 0.000 048 K011500 0 048 K021500 0.000 048 001600 0.000 048 A011600 0 048 A021600 0.000 048 B011600 0 048 B021600 0.000 048 C011600 0 048 C021600 0.000 048 D011600 0 048 D021600 0.000 048 E011600 0 048 E021600 0.000 048 F011600 0 048 F021600 0.000 048 G011600 0 048 G021600 0.000 048 H011600 0 048 H021600 0.000 048 I011600 0 048 I021600 0.000 048 J011600 0 048 J021600 0.000 048 K011600 0 048 K021600 0.000 049 000100 N 049 000200 N 049 000300 N 049 000400 N 049 000600 N 049 000800 N 049 000900 N 049 001000 N 049 001100 N 049 001300 N 049 001400 N 049 001500 N 049 001600 N 050 000100 N 050 000200 N 050 000300 N 050 000400 N PAGE 43 050 000600 N 050 000800 N 050 000900 N 050 001000 N 050 001100 N 050 001300 N 050 001400 N 050 001500 N 050 001600 N 051 000100 Y 051 000200 N 051 000300 Y 051 000400 Y 051 000600 N 051 000800 Y 051 000900 N 051 001000 Y 051 001100 Y 051 001300 Y 051 001400 N 051 001500 N 051 001600 Y 052 000100 Y 052 000200 Y 052 000300 Y 052 000400 Y 052 000600 Y 052 000800 Y 052 000900 Y 052 001000 Y 052 001100 Y 052 001300 Y 052 001400 Y 052 001500 Y 052 001600 Y 053 A000100 Y 053 B000100 Y 053 C000100 N 053 A000200 Y 053 B000200 Y 053 C000200 N 053 A000300 Y 053 B000300 Y 053 C000300 N 053 A000400 Y 053 B000400 Y 053 C000400 N 053 A000600 Y 053 B000600 Y 053 C000600 N 053 A000800 Y PAGE 44 053 B000800 Y 053 C000800 N 053 A000900 Y 053 B000900 Y 053 C000900 N 053 A001000 Y 053 B001000 Y 053 C001000 N 053 A001100 Y 053 B001100 Y 053 C001100 N 053 A001300 Y 053 B001300 Y 053 C001300 N 053 A001400 Y 053 B001400 Y 053 C001400 N 053 A001500 Y 053 B001500 Y 053 C001500 N 053 A001600 Y 053 B001600 Y 053 C001600 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 N 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 Y 055 A000100 N 055 B000100 N 055 A000200 N 055 B000200 N 055 A000300 N 055 B000300 N 055 A000400 N 055 B000400 N 055 A000600 N 055 B000600 N 055 A000800 N 055 B000800 N 055 A000900 N PAGE 45 055 B000900 N 055 A001000 N 055 B001000 N 055 A001100 N 055 B001100 N 055 A001300 N 055 B001300 N 055 A001400 N 055 B001400 N 055 A001500 N 055 B001500 N 055 A001600 N 055 B001600 N 056 000100 Y 056 000200 Y 056 000300 Y 056 000400 Y 056 000600 Y 056 000800 Y 056 000900 Y 056 001000 Y 056 001100 Y 056 001300 Y 056 001400 Y 056 001500 Y 056 001600 Y 057 000100 N 057 000200 N 057 000300 N 057 000400 N 057 000600 N 057 000800 N 057 000900 N 057 001000 N 057 001100 N 057 001300 N 057 001400 N 057 001500 N 057 001600 N 058 A000100 N 058 A000200 N 058 A000300 N 058 A000400 N 058 A000600 N 058 A000800 N 058 A000900 N 058 A001000 N 058 A001100 N 058 A001300 N 058 A001400 N 058 A001500 N PAGE 46 058 A001600 N 059 000100 Y 059 000200 Y 059 000300 Y 059 000400 Y 059 000600 Y 059 000800 Y 059 000900 Y 059 001000 Y 059 001100 Y 059 001300 Y 059 001400 Y 059 001500 Y 059 001600 Y 060 A000100 N 060 B000100 N 060 A000200 Y 060 B000200 Y 060 A000300 Y 060 B000300 Y 060 A000400 Y 060 B000400 Y 060 A000600 Y 060 B000600 Y 060 A000800 Y 060 B000800 Y 060 A000900 Y 060 B000900 Y 060 A001000 Y 060 B001000 Y 060 A001100 Y 060 B001100 Y 060 A001300 Y 060 B001300 Y 060 A001400 Y 060 B001400 Y 060 A001500 N 060 B001500 N 060 A001600 Y 060 B001600 Y 061 000100 2500 061 000200 2500 061 000300 2500 061 000400 2500 061 000600 10000 061 000800 2500 061 000900 2500 061 001000 2500 061 001100 2500 061 001300 0 061 001400 0 PAGE 47 061 001500 0 061 001600 0 062 A000100 N 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 0.0 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 062 A000200 N 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 062 A000300 N 062 B000300 0.0 062 C000300 0.0 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 PAGE 48 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 062 A000400 N 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 0.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 062 A000600 N 062 B000600 0.0 062 C000600 0.0 062 D000600 0.0 062 E000600 0.0 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 0.0 062 M000600 0.0 062 N000600 0.0 062 O000600 0.0 062 P000600 0.0 062 Q000600 0.0 062 R000600 0.0 062 A000800 N 062 B000800 0.0 062 C000800 0.0 062 D000800 0.0 062 E000800 0.0 062 F000800 0.0 062 G000800 0.0 062 H000800 0.0 062 I000800 0.0 062 J000800 0.0 PAGE 49 062 K000800 0.0 062 L000800 0.0 062 M000800 0.0 062 N000800 0.0 062 O000800 0.0 062 P000800 0.0 062 Q000800 0.0 062 R000800 0.0 062 A000900 N 062 B000900 0.0 062 C000900 0.0 062 D000900 0.0 062 E000900 0.0 062 F000900 0.0 062 G000900 0.0 062 H000900 0.0 062 I000900 0.0 062 J000900 0.0 062 K000900 0.0 062 L000900 0.0 062 M000900 0.0 062 N000900 0.0 062 O000900 0.0 062 P000900 0.0 062 Q000900 0.0 062 R000900 0.0 062 A001000 N 062 B001000 0.0 062 C001000 0.0 062 D001000 0.0 062 E001000 0.0 062 F001000 0.0 062 G001000 0.0 062 H001000 0.0 062 I001000 0.0 062 J001000 0.0 062 K001000 0.0 062 L001000 0.0 062 M001000 0.0 062 N001000 0.0 062 O001000 0.0 062 P001000 0.0 062 Q001000 0.0 062 R001000 0.0 062 A001100 N 062 B001100 0.0 062 C001100 0.0 062 D001100 0.0 062 E001100 0.0 062 F001100 0.0 062 G001100 0.0 PAGE 50 062 H001100 0.0 062 I001100 0.0 062 J001100 0.0 062 K001100 0.0 062 L001100 0.0 062 M001100 0.0 062 N001100 0.0 062 O001100 0.0 062 P001100 0.0 062 Q001100 0.0 062 R001100 0.0 062 A001300 N 062 B001300 0.0 062 C001300 0.0 062 D001300 0.0 062 E001300 0.0 062 F001300 0.0 062 G001300 0.0 062 H001300 0.0 062 I001300 0.0 062 J001300 0.0 062 K001300 0.0 062 L001300 0.0 062 M001300 0.0 062 N001300 0.0 062 O001300 0.0 062 P001300 0.0 062 Q001300 0.0 062 R001300 0.0 062 A001400 N 062 B001400 0.0 062 C001400 0.0 062 D001400 0.0 062 E001400 0.0 062 F001400 0.0 062 G001400 0.0 062 H001400 0.0 062 I001400 0.0 062 J001400 0.0 062 K001400 0.0 062 L001400 0.0 062 M001400 0.0 062 N001400 0.0 062 O001400 0.0 062 P001400 0.0 062 Q001400 0.0 062 R001400 0.0 062 A001500 N 062 B001500 0.0 062 C001500 0.0 062 D001500 0.0 PAGE 51 062 E001500 0.0 062 F001500 0.0 062 G001500 0.0 062 H001500 0.0 062 I001500 0.0 062 J001500 0.0 062 K001500 0.0 062 L001500 0.0 062 M001500 0.0 062 N001500 0.0 062 O001500 0.0 062 P001500 0.0 062 Q001500 0.0 062 R001500 0.0 062 A001600 N 062 B001600 0.0 062 C001600 0.0 062 D001600 0.0 062 E001600 0.0 062 F001600 0.0 062 G001600 0.0 062 H001600 0.0 062 I001600 0.0 062 J001600 0.0 062 K001600 0.0 062 L001600 0.0 062 M001600 0.0 062 N001600 0.0 062 O001600 0.0 062 P001600 0.0 062 Q001600 0.0 062 R001600 0.0 063 A000100 0 063 B000100 0.0 063 A000200 0 063 B000200 0.0 063 A000300 0 063 B000300 0.0 063 A000400 0 063 B000400 0.0 063 A000600 0 063 B000600 0.0 063 A000800 0 063 B000800 0.0 063 A000900 0 063 B000900 0.0 063 A001000 0 063 B001000 0.0 063 A001100 0 063 B001100 0.0 063 A001300 0 PAGE 52 063 B001300 0.0 063 A001400 0 063 B001400 0.0 063 A001500 0 063 B001500 0.0 063 A001600 0 063 B001600 0.0 066 A000100 Y 066 B000100 N 066 C000100 Y 066 D000100 N 066 E000100 N 066 F000100 N 066 G000100 N 066 A000200 Y 066 B000200 N 066 C000200 N 066 D000200 N 066 E000200 Y 066 F000200 N 066 G000200 N 066 A000300 Y 066 B000300 N 066 C000300 N 066 D000300 Y 066 E000300 N 066 F000300 N 066 G000300 N 066 A000400 Y 066 B000400 N 066 C000400 Y 066 D000400 N 066 E000400 N 066 F000400 N 066 G000400 N 066 A000600 Y 066 B000600 N 066 C000600 Y 066 D000600 N 066 E000600 N 066 F000600 N 066 G000600 N 066 A000800 Y 066 B000800 N 066 C000800 Y 066 D000800 N 066 E000800 N 066 F000800 N 066 G000800 N 066 A000900 Y 066 B000900 N PAGE 53 066 C000900 N 066 D000900 N 066 E000900 Y 066 F000900 N 066 G000900 N 066 A001000 Y 066 B001000 N 066 C001000 Y 066 D001000 N 066 E001000 N 066 F001000 N 066 G001000 N 066 A001100 Y 066 B001100 N 066 C001100 Y 066 D001100 N 066 E001100 N 066 F001100 N 066 G001100 N 066 A001300 Y 066 B001300 N 066 C001300 Y 066 D001300 N 066 E001300 N 066 F001300 N 066 G001300 N 066 A001400 Y 066 B001400 N 066 C001400 N 066 D001400 N 066 E001400 Y 066 F001400 N 066 G001400 N 066 A001500 Y 066 B001500 N 066 C001500 N 066 D001500 N 066 E001500 Y 066 F001500 N 066 G001500 N 066 A001600 Y 066 B001600 N 066 C001600 N 066 D001600 Y 066 E001600 N 066 F001600 N 066 G001600 N 067 000100 N 067 000200 N 067 000300 N 067 000400 N PAGE 54 067 000600 N 067 000800 N 067 000900 N 067 001000 N 067 001100 N 067 001300 N 067 001400 N 067 001500 N 067 001600 N 068 A000100 N 068 B000100 N 068 A000200 N 068 B000200 N 068 A000300 N 068 B000300 N 068 A000400 N 068 B000400 N 068 A000600 N 068 B000600 N 068 A000800 N 068 B000800 N 068 A000900 N 068 B000900 N 068 A001000 N 068 B001000 N 068 A001100 N 068 B001100 N 068 A001300 N 068 B001300 N 068 A001400 N 068 B001400 N 068 A001500 N 068 B001500 N 068 A001600 N 068 B001600 N 069 000100 N 069 000200 N 069 000300 N 069 000400 N 069 000600 N 069 000800 N 069 000900 N 069 001000 N 069 001100 N 069 001300 N 069 001400 N 069 001500 N 069 001600 N 070 A010100 Y 070 A020100 Y 070 B010100 Y PAGE 55 070 B020100 N 070 C010100 Y 070 C020100 N 070 D010100 Y 070 D020100 N 070 E010100 Y 070 E020100 N 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 N 070 H010100 Y 070 H020100 N 070 I010100 Y 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 Y 070 L010100 Y 070 L020100 Y 070 M010100 Y 070 M020100 Y 070 N010100 Y 070 N020100 Y 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 Y 070 Q010100 N 070 Q020100 N 070 R010100 Y 070 R020100 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 Y 070 I020200 N PAGE 56 070 J010200 Y 070 J020200 Y 070 K010200 Y 070 K020200 Y 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 Y 070 N010200 Y 070 N020200 Y 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 Y 070 Q010200 N 070 Q020200 N 070 R010200 Y 070 R020200 N 070 A010300 Y 070 A020300 Y 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 Y 070 I020300 N 070 J010300 Y 070 J020300 Y 070 K010300 Y 070 K020300 Y 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 Y 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 Y 070 Q010300 N PAGE 57 070 Q020300 N 070 R010300 Y 070 R020300 N 070 A010400 Y 070 A020400 Y 070 B010400 Y 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 N 070 E010400 Y 070 E020400 N 070 F010400 Y 070 F020400 Y 070 G010400 Y 070 G020400 N 070 H010400 Y 070 H020400 N 070 I010400 Y 070 I020400 N 070 J010400 Y 070 J020400 Y 070 K010400 Y 070 K020400 Y 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 Y 070 N010400 Y 070 N020400 Y 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 Y 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 070 A010600 Y 070 A020600 Y 070 B010600 Y 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 Y 070 D020600 N 070 E010600 Y 070 E020600 N 070 F010600 Y 070 F020600 N PAGE 58 070 G010600 Y 070 G020600 N 070 H010600 Y 070 H020600 N 070 I010600 Y 070 I020600 N 070 J010600 Y 070 J020600 Y 070 K010600 Y 070 K020600 Y 070 L010600 Y 070 L020600 Y 070 M010600 Y 070 M020600 N 070 N010600 Y 070 N020600 Y 070 O010600 Y 070 O020600 N 070 P010600 Y 070 P020600 Y 070 Q010600 N 070 Q020600 N 070 R010600 Y 070 R020600 N 070 A010800 Y 070 A020800 N 070 B010800 Y 070 B020800 N 070 C010800 Y 070 C020800 N 070 D010800 Y 070 D020800 N 070 E010800 Y 070 E020800 N 070 F010800 Y 070 F020800 Y 070 G010800 Y 070 G020800 N 070 H010800 Y 070 H020800 N 070 I010800 Y 070 I020800 N 070 J010800 Y 070 J020800 N 070 K010800 Y 070 K020800 Y 070 L010800 Y 070 L020800 Y 070 M010800 Y 070 M020800 N 070 N010800 Y PAGE 59 070 N020800 Y 070 O010800 Y 070 O020800 N 070 P010800 Y 070 P020800 Y 070 Q010800 N 070 Q020800 N 070 R010800 Y 070 R020800 N 070 A010900 Y 070 A020900 Y 070 B010900 Y 070 B020900 N 070 C010900 Y 070 C020900 N 070 D010900 Y 070 D020900 N 070 E010900 Y 070 E020900 N 070 F010900 Y 070 F020900 N 070 G010900 Y 070 G020900 N 070 H010900 Y 070 H020900 N 070 I010900 Y 070 I020900 N 070 J010900 Y 070 J020900 Y 070 K010900 Y 070 K020900 Y 070 L010900 Y 070 L020900 Y 070 M010900 Y 070 M020900 Y 070 N010900 Y 070 N020900 Y 070 O010900 Y 070 O020900 N 070 P010900 Y 070 P020900 Y 070 Q010900 N 070 Q020900 N 070 R010900 Y 070 R020900 N 070 A011000 Y 070 A021000 Y 070 B011000 Y 070 B021000 N 070 C011000 Y 070 C021000 N PAGE 60 070 D011000 Y 070 D021000 N 070 E011000 Y 070 E021000 N 070 F011000 Y 070 F021000 Y 070 G011000 Y 070 G021000 N 070 H011000 Y 070 H021000 N 070 I011000 Y 070 I021000 N 070 J011000 Y 070 J021000 N 070 K011000 Y 070 K021000 Y 070 L011000 Y 070 L021000 Y 070 M011000 Y 070 M021000 Y 070 N011000 Y 070 N021000 Y 070 O011000 Y 070 O021000 N 070 P011000 Y 070 P021000 Y 070 Q011000 N 070 Q021000 N 070 R011000 Y 070 R021000 N 070 A011100 Y 070 A021100 Y 070 B011100 Y 070 B021100 N 070 C011100 Y 070 C021100 N 070 D011100 Y 070 D021100 N 070 E011100 Y 070 E021100 N 070 F011100 Y 070 F021100 N 070 G011100 Y 070 G021100 N 070 H011100 Y 070 H021100 N 070 I011100 Y 070 I021100 N 070 J011100 Y 070 J021100 N 070 K011100 Y PAGE 61 070 K021100 Y 070 L011100 Y 070 L021100 Y 070 M011100 Y 070 M021100 Y 070 N011100 Y 070 N021100 Y 070 O011100 Y 070 O021100 N 070 P011100 Y 070 P021100 Y 070 Q011100 N 070 Q021100 N 070 R011100 Y 070 R021100 N 070 A011300 Y 070 A021300 Y 070 B011300 Y 070 B021300 N 070 C011300 Y 070 C021300 N 070 D011300 Y 070 D021300 N 070 E011300 Y 070 E021300 N 070 F011300 Y 070 F021300 Y 070 G011300 Y 070 G021300 N 070 H011300 Y 070 H021300 N 070 I011300 Y 070 I021300 N 070 J011300 Y 070 J021300 Y 070 K011300 Y 070 K021300 Y 070 L011300 Y 070 L021300 Y 070 M011300 Y 070 M021300 Y 070 N011300 Y 070 N021300 Y 070 O011300 Y 070 O021300 N 070 P011300 Y 070 P021300 Y 070 Q011300 N 070 Q021300 N 070 R011300 Y 070 R021300 N PAGE 62 070 A011400 Y 070 A021400 Y 070 B011400 Y 070 B021400 N 070 C011400 Y 070 C021400 N 070 D011400 Y 070 D021400 N 070 E011400 Y 070 E021400 N 070 F011400 Y 070 F021400 N 070 G011400 Y 070 G021400 N 070 H011400 Y 070 H021400 N 070 I011400 Y 070 I021400 N 070 J011400 Y 070 J021400 Y 070 K011400 Y 070 K021400 Y 070 L011400 Y 070 L021400 Y 070 M011400 Y 070 M021400 Y 070 N011400 Y 070 N021400 Y 070 O011400 Y 070 O021400 N 070 P011400 Y 070 P021400 Y 070 Q011400 N 070 Q021400 N 070 R011400 Y 070 R021400 N 070 A011500 Y 070 A021500 Y 070 B011500 Y 070 B021500 N 070 C011500 Y 070 C021500 N 070 D011500 Y 070 D021500 N 070 E011500 Y 070 E021500 N 070 F011500 Y 070 F021500 N 070 G011500 Y 070 G021500 N 070 H011500 Y PAGE 63 070 H021500 N 070 I011500 Y 070 I021500 N 070 J011500 Y 070 J021500 N 070 K011500 Y 070 K021500 Y 070 L011500 Y 070 L021500 N 070 M011500 Y 070 M021500 N 070 N011500 Y 070 N021500 Y 070 O011500 Y 070 O021500 N 070 P011500 Y 070 P021500 Y 070 Q011500 N 070 Q021500 N 070 R011500 Y 070 R021500 N 070 A011600 Y 070 A021600 Y 070 B011600 Y 070 B021600 N 070 C011600 Y 070 C021600 N 070 D011600 Y 070 D021600 N 070 E011600 Y 070 E021600 N 070 F011600 Y 070 F021600 N 070 G011600 Y 070 G021600 N 070 H011600 Y 070 H021600 N 070 I011600 Y 070 I021600 N 070 J011600 Y 070 J021600 N 070 K011600 Y 070 K021600 Y 070 L011600 Y 070 L021600 Y 070 M011600 Y 070 M021600 Y 070 N011600 Y 070 N021600 Y 070 O011600 Y 070 O021600 Y PAGE 64 070 P011600 Y 070 P021600 Y 070 Q011600 N 070 Q021600 N 070 R011600 Y 070 R021600 N 071 A000100 5237607 071 B000100 4948450 071 C000100 9659241 071 D000100 51 071 A000200 1403928 071 B000200 1556888 071 C000200 7185095 071 D000200 20 071 A000300 5231262 071 B000300 12254682 071 C000300 18346729 071 D000300 29 071 A000400 5438180 071 B000400 6195901 071 C000400 8267189 071 D000400 66 071 A000600 333346 071 B000600 354849 071 C000600 4873942 071 D000600 7 071 A000800 183403 071 B000800 142739 071 C000800 298339 071 D000800 48 071 A000900 317024 071 B000900 772993 071 C000900 3515087 071 D000900 9 071 A001000 1227621 071 B001000 2381149 071 C001000 1769065 071 D001000 69 071 A001100 480538 071 B001100 1961346 071 C001100 3692588 071 D001100 13 071 A001300 4124520 071 B001300 2304160 071 C001300 3762857 071 D001300 61 071 A001400 181925 071 B001400 172413 071 C001400 751294 071 D001400 23 071 A001500 419625 PAGE 65 071 B001500 332329 071 C001500 1033032 071 D001500 32 071 A001600 8300823 071 B001600 1113745 071 C001600 7561895 071 D001600 15 072 A000100 6 072 B000100 0 072 C000100 28986 072 D000100 0 072 E000100 2680 072 F000100 31173 072 G000100 0 072 H000100 0 072 I000100 6644 072 J000100 144 072 K000100 0 072 L000100 0 072 M000100 21 072 N000100 130 072 O000100 0 072 P000100 6 072 Q000100 683 072 R000100 39 072 S000100 28 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 30 072 X000100 38898 072 Y000100 409 072 Z000100 -6823 072AA000100 762226 072BB000100 0 072CC010100 514345 072CC020100 0 072DD010100 4344 072DD020100 2799 072EE000100 1239587 072 A000200 6 072 B000200 339 072 C000200 83955 072 D000200 0 072 E000200 145 072 F000200 16348 072 G000200 0 072 H000200 0 072 I000200 5664 072 J000200 105 072 K000200 0 PAGE 66 072 L000200 0 072 M000200 18 072 N000200 60 072 O000200 0 072 P000200 4 072 Q000200 588 072 R000200 52 072 S000200 26 072 T000200 0 072 U000200 0 072 V000200 0 072 W000200 24 072 X000200 22889 072 Y000200 76 072 Z000200 61626 072AA000200 374824 072BB000200 0 072CC010200 0 072CC020200 93368 072DD010200 56244 072DD020200 10023 072EE000200 1626 072 A000300 6 072 B000300 0 072 C000300 94524 072 D000300 0 072 E000300 948 072 F000300 56419 072 G000300 0 072 H000300 0 072 I000300 11445 072 J000300 193 072 K000300 0 072 L000300 0 072 M000300 43 072 N000300 83 072 O000300 0 072 P000300 2 072 Q000300 857 072 R000300 57 072 S000300 48 072 T000300 0 072 U000300 0 072 V000300 0 072 W000300 66 072 X000300 69213 072 Y000300 306 072 Z000300 26565 072AA000300 3998045 072BB000300 0 072CC010300 0 PAGE 67 072CC020300 1722235 072DD010300 60966 072DD020300 19791 072EE000300 1378625 072 A000400 6 072 B000400 979 072 C000400 67972 072 D000400 0 072 E000400 920 072 F000400 15927 072 G000400 0 072 H000400 0 072 I000400 6340 072 J000400 184 072 K000400 0 072 L000400 0 072 M000400 19 072 N000400 34 072 O000400 0 072 P000400 1 072 Q000400 616 072 R000400 47 072 S000400 24 072 T000400 0 072 U000400 0 072 V000400 0 072 W000400 30 072 X000400 23222 072 Y000400 113 072 Z000400 46762 072AA000400 1136362 072BB000400 0 072CC010400 0 072CC020400 560177 072DD010400 70701 072DD020400 20256 072EE000400 759332 072 A000600 6 072 B000600 2945 072 C000600 37940 072 D000600 0 072 E000600 524 072 F000600 16147 072 G000600 0 072 H000600 0 072 I000600 3755 072 J000600 26 072 K000600 0 072 L000600 0 072 M000600 11 072 N000600 57 PAGE 68 072 O000600 0 072 P000600 0 072 Q000600 567 072 R000600 36 072 S000600 14 072 T000600 0 072 U000600 0 072 V000600 0 072 W000600 19 072 X000600 20632 072 Y000600 70 072 Z000600 20847 072AA000600 69574 072BB000600 0 072CC010600 284245 072CC020600 0 072DD010600 28583 072DD020600 8572 072EE000600 0 072 A000800 6 072 B000800 0 072 C000800 2866 072 D000800 0 072 E000800 16 072 F000800 581 072 G000800 0 072 H000800 0 072 I000800 377 072 J000800 10 072 K000800 0 072 L000800 0 072 M000800 1 072 N000800 7 072 O000800 0 072 P000800 0 072 Q000800 64 072 R000800 31 072 S000800 1 072 T000800 0 072 U000800 0 072 V000800 0 072 W000800 1 072 X000800 1073 072 Y000800 6 072 Z000800 1815 072AA000800 18625 072BB000800 0 072CC010800 0 072CC020800 1019 072DD010800 2139 072DD020800 0 PAGE 69 072EE000800 0 072 A000900 6 072 B000900 58626 072 C000900 42608 072 D000900 0 072 E000900 164 072 F000900 10344 072 G000900 0 072 H000900 0 072 I000900 4172 072 J000900 29 072 K000900 0 072 L000900 0 072 M000900 8 072 N000900 82 072 O000900 0 072 P000900 0 072 Q000900 661 072 R000900 82 072 S000900 9 072 T000900 1500 072 U000900 0 072 V000900 0 072 W000900 14 072 X000900 16901 072 Y000900 48 072 Z000900 84545 072AA000900 68852 072BB000900 0 072CC010900 0 072CC020900 93118 072DD010900 98570 072DD020900 18765 072EE000900 78297 072 A001000 6 072 B001000 0 072 C001000 4134 072 D001000 0 072 E001000 1192 072 F001000 5968 072 G001000 0 072 H001000 0 072 I001000 1400 072 J001000 44 072 K001000 0 072 L001000 0 072 M001000 4 072 N001000 93 072 O001000 0 072 P001000 0 072 Q001000 293 PAGE 70 072 R001000 33 072 S001000 5 072 T001000 408 072 U001000 0 072 V001000 0 072 W001000 8 072 X001000 8256 072 Y001000 35 072 Z001000 -2895 072AA001000 486200 072BB001000 0 072CC011000 0 072CC021000 247139 072DD011000 0 072DD021000 0 072EE001000 306245 072 A001100 6 072 B001100 0 072 C001100 28095 072 D001100 0 072 E001100 152 072 F001100 15273 072 G001100 0 072 H001100 0 072 I001100 3344 072 J001100 39 072 K001100 0 072 L001100 0 072 M001100 8 072 N001100 117 072 O001100 0 072 P001100 1 072 Q001100 501 072 R001100 36 072 S001100 9 072 T001100 1047 072 U001100 0 072 V001100 0 072 W001100 14 072 X001100 20389 072 Y001100 65 072 Z001100 7923 072AA001100 724984 072BB001100 0 072CC011100 0 072CC021100 547691 072DD011100 9468 072DD021100 1194 072EE001100 362625 072 A001300 6 072 B001300 1 PAGE 71 072 C001300 17772 072 D001300 0 072 E001300 773 072 F001300 12283 072 G001300 0 072 H001300 0 072 I001300 1773 072 J001300 78 072 K001300 0 072 L001300 0 072 M001300 7 072 N001300 0 072 O001300 0 072 P001300 0 072 Q001300 504 072 R001300 35 072 S001300 7 072 T001300 0 072 U001300 0 072 V001300 0 072 W001300 11 072 X001300 14698 072 Y001300 72 072 Z001300 3920 072AA001300 250293 072BB001300 0 072CC011300 43438 072CC021300 0 072DD011300 563 072DD021300 1835 072EE001300 355403 072 A001400 6 072 B001400 16726 072 C001400 7349 072 D001400 0 072 E001400 29 072 F001400 2218 072 G001400 0 072 H001400 0 072 I001400 335 072 J001400 10 072 K001400 0 072 L001400 0 072 M001400 2 072 N001400 0 072 O001400 0 072 P001400 0 072 Q001400 177 072 R001400 45 072 S001400 2 072 T001400 0 PAGE 72 072 U001400 0 072 V001400 0 072 W001400 1 072 X001400 2790 072 Y001400 4 072 Z001400 21318 072AA001400 15682 072BB001400 0 072CC011400 0 072CC021400 16521 072DD011400 14208 072DD021400 14137 072EE001400 17263 072 A001500 6 072 B001500 0 072 C001500 14026 072 D001500 0 072 E001500 21 072 F001500 2911 072 G001500 0 072 H001500 0 072 I001500 458 072 J001500 18 072 K001500 0 072 L001500 0 072 M001500 2 072 N001500 0 072 O001500 0 072 P001500 0 072 Q001500 174 072 R001500 27 072 S001500 2 072 T001500 0 072 U001500 0 072 V001500 0 072 W001500 3 072 X001500 3595 072 Y001500 21 072 Z001500 10473 072AA001500 13200 072BB001500 0 072CC011500 0 072CC021500 30636 072DD011500 6406 072DD021500 6944 072EE001500 29660 072 A001600 3 072 B001600 0 072 C001600 16760 072 D001600 0 072 E001600 90 PAGE 73 072 F001600 9424 072 G001600 0 072 H001600 0 072 I001600 1331 072 J001600 38 072 K001600 0 072 L001600 0 072 M001600 5 072 N001600 0 072 O001600 0 072 P001600 2 072 Q001600 275 072 R001600 29 072 S001600 0 072 T001600 0 072 U001600 0 072 V001600 0 072 W001600 0 072 X001600 11104 072 Y001600 5 072 Z001600 5751 072AA001600 0 072BB001600 13065 072CC011600 371569 072CC021600 0 072DD011600 2859 072DD021600 4991 072EE001600 0 073 A010100 0.0500 073 A020100 0.1000 073 B000100 0.0000 073 C000100 0.0000 073 A010200 0.2400 073 A020200 0.2600 073 B000200 0.0000 073 C000200 0.0000 073 A010300 0.0000 073 A020300 0.0000 073 B000300 0.0000 073 C000300 0.0000 073 A010400 0.3700 073 A020400 0.4200 073 B000400 0.0000 073 C000400 0.0000 073 A010600 0.2700 073 A020600 0.3200 073 B000600 0.0000 073 C000600 0.0000 073 A010800 0.0900 073 A020800 0.0000 073 B000800 0.0000 PAGE 74 073 C000800 0.0000 073 A010900 0.0000 073 A020900 0.0000 073 B000900 0.0000 073 C000900 0.0000 073 A011000 0.0000 073 A021000 0.0000 073 B001000 0.0000 073 C001000 0.0000 073 A011100 0.0000 073 A021100 0.0000 073 B001100 0.0000 073 C001100 0.0000 073 A011300 0.0000 073 A021300 0.0100 073 B001300 0.0000 073 C001300 0.0000 073 A011400 0.3900 073 A021400 0.4000 073 B001400 0.0000 073 C001400 0.0000 073 A011500 0.1500 073 A021500 0.1600 073 B001500 0.0000 073 C001500 0.0000 073 A011600 0.0100 073 A021600 0.0100 073 B001600 0.0000 073 C001600 0.0000 074 A000100 0 074 B000100 6717 074 C000100 0 074 D000100 0 074 E000100 36282 074 F000100 10428501 074 G000100 0 074 H000100 0 074 I000100 523000 074 J000100 179182 074 K000100 788 074 L000100 20403 074 M000100 18 074 N000100 11194891 074 O000100 165148 074 P000100 6461 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 519677 074 S000100 0 PAGE 75 074 T000100 10503605 074 U010100 99424 074 U020100 34069 074 V010100 78.51 074 V020100 79.17 074 W000100 0.0000 074 X000100 466221 074 Y000100 0 074 A000200 0 074 B000200 0 074 C000200 0 074 D000200 16880 074 E000200 67531 074 F000200 7115717 074 G000200 0 074 H000200 0 074 I000200 31029 074 J000200 87276 074 K000200 28 074 L000200 11421 074 M000200 1125 074 N000200 7331007 074 O000200 95455 074 P000200 3835 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 37971 074 S000200 0 074 T000200 7193746 074 U010200 231683 074 U020200 38205 074 V010200 26.66 074 V020200 26.64 074 W000200 0.0000 074 X000200 442148 074 Y000200 0 074 A000300 0 074 B000300 0 074 C000300 0 074 D000300 0 074 E000300 20547 074 F000300 15350611 074 G000300 0 074 H000300 0 074 I000300 316237 074 J000300 129914 074 K000300 249 074 L000300 38211 074 M000300 1085 PAGE 76 074 N000300 15856854 074 O000300 149060 074 P000300 10259 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 313753 074 S000300 0 074 T000300 15383782 074 U010300 179795 074 U020300 66688 074 V010300 0.00 074 V020300 0.00 074 W000300 0.0000 074 X000300 979114 074 Y000300 0 074 A000400 9 074 B000400 0 074 C000400 18440 074 D000400 11371 074 E000400 48560 074 F000400 7962813 074 G000400 0 074 H000400 0 074 I000400 205250 074 J000400 93276 074 K000400 41 074 L000400 8528 074 M000400 472 074 N000400 8348760 074 O000400 36779 074 P000400 3631 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 15783 074 S000400 0 074 T000400 8292567 074 U010400 191147 074 U020400 51323 074 V010400 34.21 074 V020400 34.18 074 W000400 0.0000 074 X000400 508115 074 Y000400 4235 074 A000600 0 074 B000600 0 074 C000600 0 074 D000600 37079 PAGE 77 074 E000600 12020 074 F000600 4973950 074 G000600 0 074 H000600 0 074 I000600 451242 074 J000600 0 074 K000600 104 074 L000600 10999 074 M000600 12 074 N000600 5485406 074 O000600 5638 074 P000600 3393 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 275578 074 S000600 0 074 T000600 5200797 074 U010600 97535 074 U020600 26360 074 V010600 41.96 074 V020600 42.03 074 W000600 0.0000 074 X000600 338031 074 Y000600 0 074 A000800 0 074 B000800 0 074 C000800 215 074 D000800 0 074 E000800 0 074 F000800 319773 074 G000800 0 074 H000800 0 074 I000800 19136 074 J000800 9151 074 K000800 2 074 L000800 621 074 M000800 1 074 N000800 348899 074 O000800 6792 074 P000800 182 074 Q000800 0 074 R010800 0 074 R020800 0 074 R030800 0 074 R040800 362 074 S000800 0 074 T000800 341563 074 U010800 24382 074 U020800 0 PAGE 78 074 V010800 14.01 074 V020800 0.00 074 W000800 0.0000 074 X000800 30288 074 Y000800 20 074 A000900 178 074 B000900 0 074 C000900 0 074 D000900 1659621 074 E000900 563996 074 F000900 1141866 074 G000900 0 074 H000900 0 074 I000900 256981 074 J000900 2575 074 K000900 25 074 L000900 30103 074 M000900 37 074 N000900 3655382 074 O000900 7901 074 P000900 2676 074 Q000900 0 074 R010900 0 074 R020900 0 074 R030900 0 074 R040900 25776 074 S000900 0 074 T000900 3619029 074 U010900 269631 074 U020900 50480 074 V010900 0.00 074 V020900 0.00 074 W000900 0.0000 074 X000900 267235 074 Y000900 0 074 A001000 0 074 B001000 0 074 C001000 4310 074 D001000 0 074 E001000 0 074 F001000 1279098 074 G001000 0 074 H001000 0 074 I001000 169182 074 J001000 17733 074 K001000 129 074 L001000 11773 074 M001000 5 074 N001000 1482230 074 O001000 47797 074 P001000 1066 PAGE 79 074 Q001000 0 074 R011000 0 074 R021000 0 074 R031000 0 074 R041000 64830 074 S001000 0 074 T001000 1368537 074 U011000 69093 074 U021000 2768 074 V011000 0.00 074 V021000 0.00 074 W001000 0.0000 074 X001000 114114 074 Y001000 2035 074 A001100 0 074 B001100 0 074 C001100 0 074 D001100 0 074 E001100 0 074 F001100 2916602 074 G001100 0 074 H001100 0 074 I001100 111943 074 J001100 3461 074 K001100 25 074 L001100 6218 074 M001100 10 074 N001100 3038259 074 O001100 14618 074 P001100 2806 074 Q001100 0 074 R011100 0 074 R021100 0 074 R031100 0 074 R041100 104035 074 S001100 0 074 T001100 2916800 074 U011100 135010 074 U021100 18937 074 V011100 0.00 074 V021100 0.00 074 W001100 0.0000 074 X001100 250139 074 Y001100 0 074 A001300 1 074 B001300 0 074 C001300 2625 074 D001300 0 074 E001300 0 074 F001300 4987939 074 G001300 0 PAGE 80 074 H001300 0 074 I001300 514571 074 J001300 70057 074 K001300 352 074 L001300 2703 074 M001300 131 074 N001300 5578379 074 O001300 65741 074 P001300 3259 074 Q001300 0 074 R011300 0 074 R021300 0 074 R031300 0 074 R041300 286281 074 S001300 0 074 T001300 5223098 074 U011300 197712 074 U021300 196959 074 V011300 13.20 074 V021300 13.27 074 W001300 0.0000 074 X001300 15 074 Y001300 2625 074 A001400 1740 074 B001400 0 074 C001400 0 074 D001400 475245 074 E001400 169681 074 F001400 124560 074 G001400 0 074 H001400 0 074 I001400 39973 074 J001400 264 074 K001400 4 074 L001400 5427 074 M001400 2 074 N001400 816896 074 O001400 4983 074 P001400 452 074 Q001400 0 074 R011400 0 074 R021400 0 074 R031400 0 074 R041400 6013 074 S001400 0 074 T001400 805448 074 U011400 36937 074 U021400 36008 074 V011400 11.04 074 V021400 11.04 074 W001400 0.0000 PAGE 81 074 X001400 50 074 Y001400 0 074 A001500 0 074 B001500 0 074 C001500 0 074 D001500 0 074 E001500 0 074 F001500 1067751 074 G001500 0 074 H001500 0 074 I001500 43933 074 J001500 16268 074 K001500 4 074 L001500 279 074 M001500 2 074 N001500 1128237 074 O001500 15306 074 P001500 589 074 Q001500 0 074 R011500 0 074 R021500 0 074 R031500 0 074 R041500 31198 074 S001500 0 074 T001500 1081144 074 U011500 44189 074 U021500 44227 074 V011500 12.23 074 V021500 12.23 074 W001500 0.0000 074 X001500 38 074 Y001500 0 074 A001600 0 074 B001600 0 074 C001600 0 074 D001600 0 074 E001600 4312 074 F001600 7541042 074 G001600 0 074 H001600 0 074 I001600 86528 074 J001600 67239 074 K001600 47 074 L001600 3869 074 M001600 0 074 N001600 7703037 074 O001600 71823 074 P001600 4139 074 Q001600 0 074 R011600 0 074 R021600 0 PAGE 82 074 R031600 0 074 R041600 75527 074 S001600 0 074 T001600 7551548 074 U011600 312551 074 U021600 407804 074 V011600 10.48 074 V021600 10.48 074 W001600 0.0000 074 X001600 2 074 Y001600 0 075 A000100 0 075 B000100 9668404 075 A000200 0 075 B000200 7231422 075 A000300 0 075 B000300 18329842 075 A000400 0 075 B000400 8423748 075 A000600 0 075 B000600 5363659 075 A000800 0 075 B000800 329028 075 A000900 0 075 B000900 3751057 075 A001000 0 075 B001000 1854853 075 A001100 0 075 B001100 3705569 075 A001300 0 075 B001300 3878340 075 A001400 0 075 B001400 803824 075 A001500 0 075 B001500 1055361 075 A001600 0 075 B001600 7338003 076 000100 0.00 076 000200 0.00 076 000300 0.00 076 000400 0.00 076 000600 0.00 076 000800 0.00 076 000900 0.00 076 001000 0.00 076 001100 0.00 076 001300 0.00 076 001400 0.00 076 001500 0.00 076 001600 0.00 077 A000000 Y PAGE 83 077 B000000 N 077 C000000 N 077 D000000 Y 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE KENNETH B. ROBINS TITLE PRESIDENT AND TREASURER EX-99.77D POLICIES 2 q77d_investmentpolicies_1.htm INVESTMENT POLICY

The nonfundamental investment limitation with respect to illiquid securities policy for Fidelity Real Estate Income Fund has been modified as follows (new text is underlined; deletions are struck through):

The fund does not currently intend to purchase any security if, as a result, more than 10% 15% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% 15% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

EX-99.77D POLICIES 3 q77d_investmentpolicies_2.htm INVESTMENT POLICY

The nonfundamental investment limitation with respect to illiquid securities policy for Fidelity Series Real Estate Income Fund has been modified as follows (new text is underlined; deletions are struck through):

The fund does not currently intend to purchase any security if, as a result, more than 10% 15% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% 15% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

EX-99.77Q1 OTHR EXHB 4 q77q1_forsubcustodiansbbh.htm SUB CUSTODIAN BBH

Exhibit 77Q1 - Additional Items

Item 15

Brown Brothers Harriman & Co.

Global Subcustodian Network

 

 

 

 

Market

Subcustodian

Zip Code

City / Country

Argentina

CITIBANK, N.A. - BUENOS AIRES BRANCH

C1036AAJ

Buenos Aires / Argentina

Australia

HSBC BANK AUSTRALIA LIMITED FOR THE HONGKONG AND
SHANGHAI BANKING CORPORATION LIMITED (HSBC)

2000

Sydney / Australia

Austria

Deutsche Bank AG Vienna Branch

1010

Vienna / Austria

Bahrain

HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE
HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
(HSBC)

428

Manama / Bahrain

Bangladesh

Standard Chartered Bank, Bangladesh Branch

1000

Dhaka / Bangladesh

Belgium

BNP Paribas Securities Services

93500

Brussels / Belgium

Bermuda

HSBC BANK BERMUDA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

HM11

Hamilton / Bermuda

Bosnia

UNICREDIT BANK D.D. FOR UNICREDIT BANK AUSTRIA AG

1090

Vienna / Austria

Botswana

STANBIC BANK BOTSWANA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED

Not Applicable

Gaborone / Botswana

Brazil

Citibank N.A., São Paulo

01311-920

Sao Paulo / Brazil

Bulgaria

ING Bank, N.V., Sofia Branch

1404

Sofia / Bulgaria

Canada

RBC INVESTOR SERVICES TRUST FOR ROYAL BANK OF CANADA (RBC)

M5V 3L3

Toronto / Canada

Chile

Banco de Chile

7550611

Santiago / Chile

China

Standard Chartered Bank (China) Limited

200120

Shanghai / China

Colombia

Cititrust Colombia, S.A. Sociedad Fiduciaria

Not Applicable

Bogota / Colombia

Costa Rica

BANCO BCT SA FOR CORPORACION BCT SA

10103

San Jose / Costa Rica

Croatia

ZAGREBACKA BANKA D.D. FOR UNICREDIT BANK AUSTRIA AG

1090

Vienna / Austria

Cyprus

BNP Paribas Securities Services

115 28

Athens / Greece

Czech Republic

CITIBANK EUROPE PLC, ORGANIZAÈNÍ SLOZKA FOR CITIBANK, N.A.

158 02

Praha / Czech Republic

Denmark

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), DANMARK BRANCH

DK-1014

Copenhagen / Denmark

Egypt

HSBC Bank Egypt S.A.E. for the Hongkong & Shanghai Banking Corporation Limited (HSBC)

11511

Cairo / Egypt

Estonia

SWEDBANK AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL)

FI-00020 NORDEA

Tallinn / Finland

Finland

Nordea Bank Finland Plc

FI-00020 NORDEA

Helsinki / Finland

France

BNP Paribas Securities Services S.A., Paris Branch

93500

Paris / France

Germany

Deutsche Bank AG, Frankfurt

D-65760

Frankfurt / Germany

Ghana

STANDARD CHARTERED BANK GHANA LIMITED FOR STANDARD CHARTERED BANK & STANDARD CHARTERED BANK GHANA LIMITED

00233

Accra / Ghana

Greece

HSBC BANK PLC - ATHENS BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

11526

Athens / Greece

Hong Kong

The Hongkong & Shanghai Banking Corporation Limited (HSBC)

Not Applicable

Central / Hong Kong

Hungary

UNICREDIT BANK HUNGARY ZRT FOR UNICREDIT BANK HUNGARY ZRT AND UNICREDIT BANK AUSTRIA AG

HU-1054

Budapest / Hungary

Iceland

LANDSBANKINN HF.

155

Reykjavik / Iceland

India

Citibank, N.A., Mumbai Branch

400 051

Mumbai / India

 

The Hongkong & Shanghai Banking Corporation Limited (HSBC), India Branch

400 0057

Mumbai / India

Indonesia

Citibank, N.A., Jakarta Branch

12190

Jakarta / Indonesia

Ireland

Citibank N.A., London Branch

E14 5LB

London / UK

Israel

Bank Hapoalim BM

66883

Tel Aviv / Israel

Italy

BNP Paribas Securities Services, Milan Branch

20123

Milan / Italy

Ivory Coast

STANDARD CHARTERED BANK COTE D'IVOIRE FOR STANDARD CHARTERED BANK

1141

Abidjan / Ivory Coast

Japan

Bank of Tokyo-Mitsubishi UFJ Ltd

103-0021

Tokyo / Japan

Jordan

HSBC BANK MIDDLE EAST LIMITED - JORDAN BRANCH FOR THEHONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

11190

Western Amman / Jordan

Kazakhstan

SB HSBC BANK KAZAKHSTAN JSC FOR THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED (HSBC)

50010

Almaty / Kazakhstan

Kenya

CFC STANBIC BANK LIMITED FOR STANDARD BANK OF SOUTH AFRICA LIMITED

00200

Nairobi / Kenya

Kuwait

HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE
HONGKONG AND SHANGHAI BANKING CORPORATION LTD. (HSBC)

13017

Kuwait City, Kuwait

Latvia

SWEDBANK" AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL)

FI-00020 NORDEA

Helsinki / Finland

Lebanon

HSBC BANK MIDDLE EAST LIMITED - LEBANON BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

Not Applicable

Beirut / Lebanon

Lituania

"SWEDBANK" AB FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL)

FI-00020 NORDEA

Helsinki / Finland

Luxembourg

KBL European Private Bankers S.A.

L-2955

Luxembourg

Malaysia

Standard Chartered Bank Malaysia Berhad for Standard Chartered Bank

50250

Kuala Lumpur / Malaysia

Mauritius

Hongkong & Shanghai Banking Corporation (HSBC), Mauritius Branch

Not Applicable

Port Louis / Mauritius

Mexico

Banco Nacional de Mexico, S.A. (Banamex) for Citibank N.A.

1210

Mexico City / Mexico

Morocco

Citibank Maghreb for Citibank N.A.

20190

Casablanca / Morocco

Namibia

Standard Bank Namibia Ltd for Standard Bank of South Africa Limited

Not Applicable

Windhoek / Namibia

Netherlands

BNP Paribas Securities Services,

93500

Amsterdam / Netherlands

New Zealand

Hongkong & Shanghai Banking Corporation Limited (HSBC), New Zealand Branch

1010

Auckland / New Zealand

Nigeria

Stanbic IBTC Bank Plc for Standard Bank of South Africa Limited

101007

Lagos / Nigeria

Norway

NORDEA BANK NORGE ASA FOR NORDEA BANK NORGE ASA AND NORDEA BANK AB (PUBL)

NO-0107

Oslo / Norway

Oman

HSBC BANK OMAN SAOG FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

PC 112

Ruwi / Oman

Pakistan

STANDARD CHARTERED BANK (PAKISTAN) LIMITED FOR STANDARD CHARTERED BANK

74000

Karachi / Pakistan

Palestine

HSBC BANK MIDDLE EAST LIMITED - PALESTINE BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

Not Applicable

Ramallah / Palestine

Peru

Citibank del Peru S.A. for Citibank N.A.

27

Lima / Peru

Philippines

Hongkong & Shanghai Banking Corporation (HSBC), Philippine Branch

1634

Manila / Philippines

Poland

Bank Handlowy w Warszawie SA (BHS) for Citibank N.A.

00-923

Warsaw / Poland

Portugal

BNP Paribas Securities Services

93500

Paris / France

Qatar

HSBC BANK MIDDLE EAST LTD - QATAR BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
(HSBC)

JE4 8UB

Doha / Qatar

Romania

ING Bank N.V., Bucharest Branch

11745

Bucharest / Romania

Russia

ZAO Citibank for Citibank N.A.

125047

Moscow / Russia

Saudi Arabia

HSBC SAUDI ARABIA LIMITED FOR THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED (HSBC)

11413

Riyadh / Saudi Arabia

Serbia

UNICREDIT BANK SERBIA JSC FOR UNICREDIT BANK AUSTRIA AG

1090

Belgrade / Serbia

Singapore

Standard Chartered Bank, Singapore branch

18981

Singapore

Slovakia

ING Bank NV, Bratislava Branch

811 02

Bratislava / Slovakia

Slovenia

UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG

1090

Vienna / Austria

South Africa

Standard Bank of South Africa Limited (SBSA)

2001

Johannesburg / South Africa

South Korea

Citibank Korea Inc. for Citibank N.A.

100-180

Seoul / South Korea

Spain

Société Générale Sucursal en España S.A.

28016

Madrid / Spain

Sri Lanka

Hongkong & Shanghai Banking Corporation Limited (HSBC), Sri Lanka Branch

Not Applicable

Colombo / Sri Lanka

Swaziland

STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF
SOUTH AFRICA LIMITED

Not Applicable

Mbabane / Swaziland

Sweden

Skandinaviska Enskilda Banken AB (publ)

SE-106 40

Stockholm / Sweden

Switzerland

UBS AG

CH-8098

Zurich / Switzerland

Taiwan

Standard Chartered Bank (Taiwan) Ltd. For Standard Chartered Bank

105

Taipei / Taiwan

Tanzania

STANDARD CHARTERED BANK TANZANIA LIMITED AND STANDARD CHARTERED BANK (MAURITIUS) LIMITED FOR STANDARD CHARTERED BANK

Not Applicable

Port Louis / Mauritius

Thailand

Hongkong & Shanghai Banking Corporation Limited (HSBC), Thailand Branch

10500

Bangkok / Thailand

Transnational

Brown Brothers Harriman & Co. (BBH & Co.)

10005-1101

Boston, MA / New York, NY

Trinidad & Tobago

REPUBLIC BANK LIMITED

Not Applicable

Port of Spain / Trinidad & Tobago

Tunisia

BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT)

1080

Tunis / Tunisia

Turkey

Citibank Anonim Sirkiti for Citibank N.A.

34394

Istanbul / Turkey

Uganda

STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD
CHARTERED BANK

256

Kampala / Uganda

Ukraine

PJSC ING BANK UKRAINE FOR ING BANK N.V. AND PJSC ING BANK UKRAINE

4070

Kiev / Ukraine

United Arab Emirates
(ADX, DFM and NASDAQ Dubai)

HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

337-1500

Dubai / UAE

United Kingdom

HSBC Bank Plc

E14 5HQ

London / UK

Uruguay

BANCO ITAÚ URUGUAY S.A. FOR BANCO ITAÚ URUGUAY S.A. AND ITAÚ UNIBANCO S.A.

11000

Montevideo / Uruguay

Venezuela

Citibank, N.A., Caracas Branch

1050

Caracas / Venezuela

Vietnam

HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED (HSBC)

Not Applicable

Hanoi, Vietnam

Zambia

STANBIC BANK ZAMBIA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED

10101

Lusaka / Zambia

Zimbabwe

STANBIC BANK ZIMBABWE LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED

Not Applicable

Harare / Zimbabwe

EX-99.77Q1 OTHR EXHB 5 q77q1_forsubcustodiansciti.htm SUB CUSTODIAN CITIBANK

Exhibit 77Q1 - Additional Items

Item 15

Foreign Sub-Custodian Network for Citibank, N.A.

 

 

 

 

Country

Subcustodian / ICSD Name

City

Postal Code

Argentina

Citibank, N.A., Buenos Aires Branch

Buenos Aires

1036

Australia

Citigroup Pty. Limited

Melbourne

3000

Austria

Citibank, N.A., Milan Branch

Milan

20121

Bahrain

Citibank, N.A., Bahrain Branch

Manama

 

Bangladesh

Citibank, N.A., Bangladesh Branch

Dhaka

1212

Belgium

Citibank International Plc., London Branch

London

E14 5LB

Bermuda

The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Bermuda Limited

Hamilton

HM11

Bosnia

UniCredit Bank d.d.

Sarajevo

71000

Botswana

Standard Chartered Bank of Botswana Limited

Gaborone

 

Brazil

Citibank, N.A., Sao Paolo Branch

Sao Paulo

SP01311-920

Bulgaria

ING Bank Bulgaria N.V., Sofia Branch

Bulgaria

1408

Canada

Citibank Canada

Toronto

M5J 2M3

Chile

Banco de Chile

Santiago

755-0611

China

Citibank (China) Co., Ltd

Shanghai

200120

Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria

Santa Fe de Bogota

 

Costa Rica

Banco Nacional de Costa Rica

San Jose

1000

Croatia

Privredna Banka Zagreb d.d.

Zagreb

10000

Cyprus

Citibank International Plc, Greece Branch

Athens

10557

Czech Republic

Citibank Europe plc, organizacni slozka

Praha

166 40

Denmark

Nordea Bank Danmark A/S

Taastrup

DK-2630

Egypt

Citibank, N.A., Cairo Branch

Garden City, Cairo

11511

Estonia

Swedbank AS

Tallinn

15040

Finland

Nordea Bank Finland Plc.

Helsinki

FIN-00020

France

Citibank International Plc., London Branch

London

E14 5LB

Georgia

JSC Bank of Georgia

Tbilisi

0160

Germany

Citigroup Global Markets Deutschland AG & Co. KgaA

Frankfurt

60323

Ghana

Standard Chartered Bank of Ghana Limited

Accra

 

Greece

Citibank International Plc., Greece Branch

Athens

10557

Hong Kong

Citibank, N.A., Hong Kong Branch

Hong Kong

 

Hungary

Citibank Europe plc Hungarian Branch Office

Budapest

H 1051

Iceland

Not Aplicable. Citbank is a direct member of Clearstream banking, which is an ICSD

Reykjavik

L- 1855

India

Citibank, N.A., Mumbai Branch

Mumbai

400051

Indonesia

Citibank, N.A., Jakarta Branch

Jakarta

12910

Ireland

Citibank, N.A., London Branch

London

E14 5LB

Israel

Citibank, N.A., Israel Branch

Tel Aviv

64739,

Italy

Citibank, N.A., Milan Branch

Milan

20121

Jamaica

Scotia Investments Jamaica Limited

Kingston

10

Japan

Citibank Japan Limited

Tokyo

100-6517

Jordan

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Ltd.

Amman

 

Kazakhstan

JSC "Citibank Kazakhstan"

Almaty

50010

Kenya

Standard Chartered Bank Kenya Limited

Nairobi

00100

Korea

Citibank Korea Inc.

Seoul

100-180

Kuwait

Citibank, N.A., Kuwait Branch

Kuwait City

 

Latvia

Swedbank AB acting through its agent, Swedbank AS

Tallinn

15040

Lebanon

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Ltd.

Beirut

1107 2080

Lithuania

Swedbank AB acting through its agent, Swedbank AS

Tallinn

15040

Macedonia

Raiffeisen Bank International AG

Vienna

1030

Malaysia

Citibank Berhad

Kuala Lumpur

50450

Malta

Not Aplicable. Citbank is a direct member of Clearstream banking, which is an ICSD

 

 

Mauritius

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Ltd.

Port Louis

 

Mexico

Banco Nacional de Mexico, S.A.

Santa Fe D.F

01210

Morocco

Citibank Maghreb

Casablanca

20190

Namibia

Standard Bank of South Africa Ltd acting through its agent, Standard Bank Namibia Limited

Windhoek

 

Netherlands

Citibank International Plc., London Branch

London

E14 5LB

New Zealand

Citibank, N.A., Auckland Branch

Auckland

1

Nigeria

Citibank Nigeria Limited

Lagos

 

Norway

DNB Bank ASA

Oslo

0021

Oman

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Oman S.A.O.G.

Seeb

PC 111

Pakistan

Citibank, N.A., Karachi Branch

Karachi

74200

Palestine

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited

Ramallah

 

Panama

Citibank, N.A., Panama Branch

Panama City

 

Peru

Citibank del Peru S.A.

Lima

27

Philippines

Citibank, N.A., Manila Branch

Makati, Metro

1200

Poland

Bank Handlowy w Warszawie S.A.

Warsaw

55

Portugal

Citibank International Plc., Lisbon Branch

Lisboa

1269-056

Qatar

HongKong & Shanghai Banking Corporation Ltd acting through its agent, HSBC Bank Middle East Limited

Doha

 

Romania

Citibank Europe plc, Dublin - Romania Branch

Bucharest

712042

Russia

ZAO Citibank

Moscow

125047

Saudi Arabia

Hong Kong & Shanghai Banking Coporation Ltd acting through its agent, HSBC Saudi Arabia Ltd.

Riyadh

11413

Serbia

UniCredit Bank Srbija a.d.

Belgrade

11000

Singapore

Citibank, N.A., Singapore Branch

Singapore

018960

Slovak Republic

Citibank Europe plc, pobocka zahranicnej banky

Bratislava

825 01

Slovenia

UniCredit Banka Slovenija d.d.. Ljubljana.

Ljubljana

1000

South Africa

Citibank, N.A., South Africa Branch

Johannesburg

2000

Spain

Citibank International Plc., Madrid Branch

Madrid

28006,

Sri Lanka

Citibank, N.A., Colombo Branch

Colombo

7

Sweden

Citibank International Plc., Sweden Branch

Stockholm

SE-111 84

Switzerland

Citibank, N.A., London Branch

London

E14 5LB

Taiwan

Citibank Taiwan Limited

Taipei

110

Tanzania

Standard Bank of South Africa Ltd. acting through its affiliate, Stanbic Bank Tanzania Ltd.

Dar-es-Salaam

 

Thailand

Citibank, N.A., Bangkok Branch

Bangkok

10110

Tunisia

Banque International Arabe de Tunisie (BIAT)

Bourguida

1000

Turkey

Citibank, A.S.

Istanbul

80280

UAE - Abu Dhabi

Citibank, N.A., UAE

Dubai

 

UAE - DFX

Citibank, N.A., UAE

Dubai

 

UAE - NASDAQ

Citibank, N.A., UAE

Dubai

 

Uganda

Standard Chartered Bank of Uganda Limited

Kampala

 

Ukraine

PJSC "Citibank"

Kyiv

3150

United Kingdom

Citibank, N.A., London Branch

London

E14 5LB

United States

Citibank, N.A., New York

New York

10013

Uruguay

Banco Itau Uruguay S.A.

Montevideo

11000

Venezuela

Citibank, N.A., Caracas Branch

Grande Caracas

1050 D.C.

Vietnam

Citibank, N.A., Hanoi Branch

Ha Noi

10000

Zambia

Standard Chartered Bank of Zambia Plc.

Lusaka

 

Zimbabwe

Barclays Bank of Zimbabwe Limited

Harare

 

EX-99.77Q1 OTHR EXHB 6 q77q1_forsubcustodiansjpm.htm SUB CUSTODIAN JPM

Exhibit 77Q1 - Additional Items

Item 15

Foreign Sub-Custodian Network for J.P. Morgan Chase Bank

 

 

MARKET

SUBCUSTODIAN

ARGENTINA

HSBC Bank Argentina S.A.

 

Avenida Martin Garcia 464, 2nd Floor

 

C1106ABJ Buenos Aires

 

ARGENTINA

AUSTRALIA

JPMorgan Chase Bank, N.A.**

 

L18, 85 Castlereagh Street

 

Sydney NSW 2000

 

AUSTRALIA

AUSTRIA

UniCredit Bank Austria AG

 

Julius Tandler Platz - 3

 

A-1090 Vienna

 

AUSTRIA

BAHRAIN

HSBC Bank Middle East Limited

 

1st Floor, Building No 2505, Road No 2832

 

Al Seef 428

 

BAHRAIN

BANGLADESH

Standard Chartered Bank

 

18-20 Motijheel C.A

 

Box 536

 

Dhaka-1000

 

BANGLADESH

BELGIUM

BNP Paribas Securities Services S.C.A.

 

Boulevard Louis Schmidt 2

 

3rd Floor

 

1040 Brussels

 

BELGIUM

BERMUDA

HSBC Bank Bermuda Limited

 

6 Front Street

 

Hamilton HM 11

 

BERMUDA

BOTSWANA

Standard Chartered Bank Botswana Limited

 

5th Floor, Standard House

 

P.O. Box 496

 

Queens Road, The Mall

 

Gaborone

 

BOTSWANA

BRAZIL

J.P. Morgan S.A. DTVM**

 

Rua Dr. Renato Paes de Barros, 1017, Floor 9

 

São Paulo, SP 04530-001

 

BRAZIL

BULGARIA

ING Bank N.V.

 

49B Bulgaria Blvd

 

Sofia 1404

 

BULGARIA

CANADA

Canadian Imperial Bank of Commerce

 

Commerce Court West

 

Security Level

 

Toronto, Ontario M5L 1G9

 

CANADA

 

Royal Bank of Canada

 

155 Wellington Street West, 2nd Floor

 

Toronto Ontario M5V 3L3

 

CANADA

CHILE

Banco Santander Chile

 

Bandera 140, Piso 4

 

Santiago

 

CHILE

CHINA: A-Share

HSBC Bank (China) Company Limited*

 

33/F, HSBC Building, Shanghai ifc

 

8 Century Avenue, Pudong

 

Shanghai 200120

 

THE PEOPLE'S REPUBLIC OF CHINA

 

* Please refer to your Client Relationship Team for additional subcustodial options.

CHINA: B-Share

HSBC Bank (China) Company Limited

 

33/F, HSBC Building, Shanghai ifc

 

8 Century Avenue, Pudong

 

Shanghai 200120

 

THE PEOPLE'S REPUBLIC OF CHINA

COLOMBIA

CorpBanca Investment Trust Colombia S.A.

 

Carrera 7 No. 99-53, Piso 18

 

Bogotá

 

COLOMBIA

*COSTA RICA*

Banco BCT, S.A.

 

150 Metros Norte de la Catedral Metropolitana

 

Edificio BCT

 

San Jose

 

COSTA RICA

CROATIA

Privredna banka Zagreb d.d.

 

Radnicka cesta 50

 

10000 Zagreb

 

CROATIA

CYPRUS

HSBC Bank plc

 

109-111, Messogian Ave.

 

115 26 Athens

 

GREECE

CZECH REPUBLIC

UniCredit Bank Czech Republic and Slovakia, a.s.

 

BB Centrum - FILADELFIE

 

Zeletavska 1525-1

 

140 92 Prague 1

 

CZECH REPUBLIC

DENMARK

Nordea Bank Danmark A/S

 

Helgeshoj Alle 33

 

Hoje Taastrup

 

DK-2630 Taastrup

 

DENMARK

EGYPT

Citibank, N.A.

 

4 Ahmed Pasha Street

 

Garden City

 

Cairo

 

EGYPT

ESTONIA

Swedbank AS

 

Liivalaia 8

 

15040 Tallinn

 

ESTONIA

FINLAND

Nordea Bank Finland Plc

 

Aleksis Kiven katu 3-5

 

FIN-00020 NORDEA Helsinki

 

FINLAND

FRANCE

BNP Paribas Securities Services S.C.A.

 

Les Grands Moulins de Pantin

 

9, rue du Debarcadere

 

93500 Pantin

 

FRANCE

GERMANY

Deutsche Bank AG

 

Alfred-Herrhausen-Allee 16-24

 

D-65760 Eschborn

 

GERMANY

 

J.P. Morgan AG#**

 

Junghofstrasse 14

 

60311 Frankfurt am Main

 

GERMANY

 

# Custodian for local German custody clients only.

GHANA

Standard Chartered Bank Ghana Limited

 

Accra High Street

 

P.O. Box 768

 

Accra

 

GHANA

GREECE

HSBC Bank plc

 

Messogion 109-111

 

11526 Athens

 

GREECE

HONG KONG

JPMorgan Chase Bank, N.A.**

 

48th Floor, One Island East

 

18 Westlands Road, Quarry Bay

 

HONG KONG

HUNGARY

Deutsche Bank AG

 

Hold utca 27

 

H-1054 Budapest

 

HUNGARY

*ICELAND*

Islandsbanki hf.

 

Kirkjusandur 2

 

IS-155 Reykjavik

 

ICELAND

INDIA

JPMorgan Chase Bank, N.A.**

 

6th Floor, Paradigm ´B' Wing

 

Mindspace, Malad (West)

 

Mumbai 400 064

 

INDIA

INDONESIA

Deutsche Bank AG

 

Deutsche Bank Building

 

80 Jl. Inman Bonjol

 

Jakarta 10310

 

INDONESIA

IRELAND

JP Morgan Chase Bank, N.A.**

 

25 Bank Street, Canary Wharf

 

London E14 5JP

 

UNITED KINGDOM

ISRAEL

Bank Leumi le-Israel B.M.

 

35, Yehuda Halevi Street

 

65136 Tel Aviv

 

ISRAEL

ITALY

BNP Paribas Securities Services S.C.A.

 

Via Asperto, 5

 

20123 Milan

 

ITALY

JAPAN

Mizuho Bank, Ltd.

 

4-16-13, Tsukishima

 

Chuo-ku

 

Tokyo 104-0052

 

JAPAN

 

The Bank of Tokyo-Mitsubishi UFJ, Limited

 

1-3-2 Nihombashi Hongoku-cho

 

Chuo-ku

 

Tokyo 103-0021

 

JAPAN

JORDAN

HSBC Bank Middle East Limited

 

Level 1

 

Zahran Street, 5th Circle

 

Amman 11190

 

JORDAN

KAZAKHSTAN

SB HSBC Bank Kazakhstan JSC

 

43 Dostyk Avenue

 

Almaty 050010

 

KAZAKHSTAN

KENYA

Standard Chartered Bank Kenya Limited

 

Stanbank House

 

Moi Avenue

 

P.O. Box 30003

 

Nairobi 00100

 

KENYA

KUWAIT

HSBC Bank Middle East Limited

 

Kuwait City, Qibla Area

 

Hamad Al-Saqr Street, Kharafi Tower

 

G/1/2 Floors

 

Safat 13017

 

KUWAIT

LATVIA

Swedbank AS

 

Balasta dambis 1a

 

Riga LV-1048

 

LATVIA

LEBANON

HSBC Bank Middle East Limited

 

HSBC Main Building

 

Riad El Solh, P.O. Box 11-1380

 

1107-2080 Beirut

 

LEBANON

LITHUANIA

AB SEB Bankas

 

12 Gedimino pr.

 

LT 2600 Vilnius

 

LITHUANIA

 

 

LUXEMBOURG

BNP Paribas Securities Services S.C.A.

 

33, Rue de Gasperich

 

L-5826 Hesperange

 

LUXEMBOURG

*MALAWI*

Standard Bank Limited, Malawi

 

1st Floor Kaomba House

 

Cnr Glyn Jones Road & Victoria Avenue

 

Blantyre

 

MALAWI

MALAYSIA

HSBC Bank Malaysia Berhad

 

2 Leboh Ampang

 

12th Floor, South Tower

 

50100 Kuala Lumpur

 

MALAYSIA

MAURITIUS

The Hongkong and Shanghai Banking

 

Corporation Limited

 

HSBC Centre

 

18 Cybercity

 

Ebene

 

MAURITIUS

MEXICO

Banco Nacional de Mexico, S.A.

 

Act. Roberto Medellin No. 800 3er Piso Norte

 

Colonia Santa Fe

 

01210 Mexico, D.F.

 

MEXICO

MOROCCO

Societe Generale Marocaine de Banques

 

55 Boulevard Abdelmoumen

 

Casablanca 20100

 

MOROCCO

NAMIBIA

Standard Bank Namibia Limited

 

Mutual Platz

 

Cnr. Stroebel and Post Streets

 

P.O.Box 3327

 

Windhoek

 

NAMIBIA

NETHERLANDS

BNP Paribas Securities Services S.C.A.

 

Herengracht 595

 

1017 CE Amsterdam

 

NETHERLANDS

NEW ZEALAND

JPMorgan Chase Bank, N.A.**

 

Level 13, 2 Hunter Street

 

Wellington 6011

 

NEW ZEALAND

NIGERIA

Stanbic IBTC Bank Plc

 

Plot 1712

 

Idejo Street

 

Victoria Island

 

Lagos

 

NIGERIA

NORWAY

Nordea Bank Norge ASA

 

Essendropsgate 7

 

PO Box 1166

 

NO-0107 Oslo

 

NORWAY

OMAN

HSBC Bank Oman S.A.O.G.

 

2nd Floor Al Khuwair

 

PO Box 1727 PC 111

 

Seeb

 

OMAN

PAKISTAN

Standard Chartered Bank (Pakistan) Limited

 

P.O. Box 4896

 

Ismail Ibrahim Chundrigar Road

 

Karachi 74000

 

PAKISTAN

*PALESTINIAN TERRITORIES*

HSBC Bank Middle East Limited

 

Jaffa Street

 

P.O. Box 2067

 

Ramallah

 

PALESTINIAN AUTONOMOUS AREA

PERU

Citibank del Peru S.A.

 

Av. Canaval y Moreryra 480 Piso 4

 

San Isidro, Lima 27

 

PERU

PHILIPPINES

The Hongkong and Shanghai Banking

 

Corporation Limited

 

7/F HSBC Centre

 

3058 Fifth Avenue West

 

Bonifacio Global City

 

1634 Taguig City

 

PHILIPPINES

POLAND

Bank Handlowy w. Warszawie S.A.

 

ul. Senatorska 16

 

00-923 Warsaw

 

POLAND

PORTUGAL

BNP Paribas Securities Services S.C.A.

 

Avenida D.João II, Lote 1.18.01, Bloco B,

 

7° andar

 

1998-028 Lisbon

 

PORTUGAL

QATAR

HSBC Bank Middle East Limited

 

2nd Floor, Ali Bin Ali Tower

 

Building 150 (Airport Road)

 

PO Box 57

 

Doha

 

QATAR

ROMANIA

ING Bank N.V.

 

Crystal Tower

 

48 lancu de Hunedoara Blvd.

 

011745 Bucharest

 

ROMANIA

RUSSIA

J.P. Morgan Bank International

 

(Limited Liability Company) **

 

10, Butyrsky Val

 

White Square Business Centre

 

Floor 12

 

Moscow 125047

 

RUSSIA

SAUDI ARABIA

HSBC Saudi Arabia Limited

 

2/F HSBC Building

 

Olaya Road, Al-Murooj

 

Riyadh 11413

 

SAUDI ARABIA

SERBIA

UniCredit Bank Srbija a.d.

 

Airport City Belgrade

 

Omladinskih Brigada 88

 

11070 Belgrade

 

SERBIA

SINGAPORE

DBS Bank Ltd.

 

10 Toh Guan Road

 

DBS Asia Gateway, Level 04-11 (4B)

 

608838

 

SINGAPORE

SLOVAK REPUBLIC

UniCredit Bank Czech Republic and Slovakia, a.s.

 

Sancova 1/A

 

SK-813 33 Bratislava

 

SLOVAK REPUBLIC

SLOVENIA

UniCredit Banka Slovenija d.d.

 

Smartinska 140

 

SI-1000 Ljubljana

 

SLOVENIA

SOUTH AFRICA

FirstRand Bank Limited

 

1 Mezzanine Floor, 3 First Place, Bank City

 

Cnr Simmonds and Jeppe Streets

 

Johannesburg 2001

 

SOUTH AFRICA

SOUTH KOREA

Standard Chartered Bank Korea Limited

 

47 Jongro, Jongro -Gu

 

Seoul 110-702

 

SOUTH KOREA

SPAIN

Santander Investment, S.A.

 

Ciudad Grupo Santander

 

Avenida de Cantabria, s/n

 

Edificio Ecinar, planta baja

 

Boadilla del Monte

 

28660 Madrid

 

SPAIN

SRI LANKA

The Hongkong and Shanghai Banking

 

Corporation Limited

 

24 Sir Baron Jayatillaka Mawatha

 

Colombo 1

 

SRI LANKA

SWEDEN

Nordea Bank AB (publ)

 

Hamngatan 10

 

SE-105 71 Stockholm

 

SWEDEN

SWITZERLAND

UBS AG

 

45 Bahnhofstrasse

 

8021 Zurich

 

SWITZERLAND

TAIWAN

JPMorgan Chase Bank, N.A.**

 

8th Floor, Cathay Xin Yi Trading Building

 

No. 108, Section 5, Xin Yi Road

 

Taipei 11047

 

TAIWAN

*TANZANIA*

Stanbic Bank Tanzania Limited

 

Stanbic Centre

 

Corner Kinondoni and A.H.Mwinyi Roads

 

P.O. Box 72648

 

Dar es Salaam

 

TANZANIA

THAILAND

Standard Chartered Bank (Thai) Public Company Limited

 

14th Floor, Zone B

 

Sathorn Nakorn Tower

 

90 North Sathorn Road Bangrak

 

Silom, Bangrak

 

Bangkok 10500

 

THAILAND

TRINIDAD AND TOBAGO

Republic Bank Limited

 

9-17 Park Street

 

Port of Spain

 

TRINIDAD AND TOBAGO

TUNISIA

Banque Internationale Arabe de Tunisie, S.A.

 

70-72 Avenue Habib Bourguiba

 

P.O. Box 520

 

Tunis 1000

 

TUNISIA

TURKEY

Citibank A.S.

 

Inkilap Mah., Yilmaz Plaza

 

O. Faik Atakan Caddesi No: 3

 

34768 Umraniye- Istanbul

 

TURKEY

UGANDA

Standard Chartered Bank Uganda Limited

 

5 Speke Road

 

P.O. Box 7111

 

Kampala

 

UGANDA

*UKRAINE*

ING Bank Ukraine

 

30-A Spaska Street

 

04070 Kiev

 

UKRAINE

UNITED ARAB EMIRATES - ADX

HSBC Bank Middle East Limited

 

Emaar Square, Level 3, Building No. 5

 

P.O. Box 502601

 

Dubai

 

UNITED ARAB EMIRATES

UNITED ARAB EMIRATES - DFM

HSBC Bank Middle East Limited

 

Emaar Square, Level 3, Building No. 5

 

P.O. Box 502601

 

Dubai

 

UNITED ARAB EMIRATES

UNITED ARAB EMIRATES - NASDAQ Dubai

HSBC Bank Middle East Limited

 

Emaar Square, Level 3,Building No. 5

 

P.O. Box 502601

 

Dubai

 

UNITED ARAB EMIRATES

UNITED KINGDOM

JPMorgan Chase Bank, N.A.**

 

25 Bank Street, Canary Wharf London E14 5JP

 

UNITED KINGDOM

 

Deutsche Bank AG

 

Depository and Clearing Centre

 

10 Bishops Square

 

London E1 6EG

 

UNITED KINGDOM

 

 

UNITED STATES

JPMorgan Chase Bank, N.A.**

 

4 New York Plaza

 

New York, NY 10004

 

UNITED STATES

URUGUAY

Banco Itaú Uruguay S.A.

 

Zabala 1463

 

11000 Montevideo

 

URUGUAY

VENEZUELA

Citibank, N.A.

 

Avenida Casanova

 

Centro Comercial El Recreo

 

Torre Norte, Piso 19

 

Caracas 1050

 

VENEZUELA

VIETNAM

HSBC Bank (Vietnam) Ltd.

 

Centre Point

 

106 Nguyen Van Troi Street

 

Phu Nhuan District

 

Ho Chi Minh City

 

VIETNAM

*WAEMU - Benin, Burkina Faso, Guinea-Bissau, Ivory Coast, Mali, Niger, Senegal, Togo*

Standard Chartered Bank Cote d'Ivoire SA

 

23 Boulevard de la Republique 1

 

01 B.P. 1141

 

Abidjan 17

 

IVORY COAST

ZAMBIA

Standard Chartered Bank Zambia Plc

 

Standard Chartered House

 

Cairo Road

 

P.O. Box 32238

 

Lusaka 10101

 

ZAMBIA

*ZIMBABWE*

Stanbic Bank Zimbabwe Limited

 

Stanbic Centre, 3rd Floor

 

59 Samora Machel Avenue

 

Harare

 

ZIMBABWE

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

 

EX-99.77Q1 OTHR EXHB 7 q77q1_forsubcustodiansnt.htm SUB CUSTODIAN NT

Exhibit 77Q1 - Additional Items

Item 15

Foreign Sub-Custodian Network for The Northern Trust Company

 

 

 

Country

Subcustodian Name

Subcustodian Address

Argentina

Citibank N.A.

Bartolome Mitre 502/30, (C1036AAJ) Buenos Aires, Argentina.

Australia

HSBC Bank Australia Limited

HSBC Custody and Clearing, 580 George Street, Sydney, NSW 2000, Australia.

Austria

UniCredit Bank Austria A.G

Schottengasse 6-8, A-1010, 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

67 Gulshan Avenue, Dhaka-1212, Bangladesh.

Belgium

Deutsche Bank AG

Deutsche Bank AG, Amsterdam branch, Direct Securities Services, de Entree 99 - 197, 1101 HE, Amsterdam, Netherlands.

Bermuda

HSBC Bank Bermuda Limited

Bank of Bermuda Building, 6 Front Street, Hamilton, HM11 Bermuda.

Bosnia-Herzegovina

Raiffeisen Bank International AG

Am Stadtpark 9, 1030 Vienna, Austria.

Botswana

Standard Chartered Bank Botswana Limited

Standard House Building, Queens Road, P. O. Box 496, Gaborone, Botswana.

Brazil

Citibank N.A.

Citibank N.A., Sao Paulo, Av Paulista, 1111, 12th Floor, Sao Paulo, SP 01311-920, Brazil.

Bulgaria

ING Bank N.V.

49B Bulgaria Boulevard, Entrance "A", Floor 7, 1404 Sofia, Bulgaria.

Canada

The Northern Trust Company, Canada

145 King Street West, Suite 1910, Toronto, Ontario, M5H 1J8, Canada

CD's

Deutsche Bank AG, London Branch

Winchester House, 1 Great Winchester Street, London EC2N 2DB

Chile

Banco de Chile

Avda. Andres Bello 2687, 3rd and 5th Floors, Santiago, Chile.

China A Share

HSBC Bank (China) Company Limited

33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120).

China B Share

HSBC Bank (China) Company Limited

33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120)

Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria

Carrera 7 No. 71-21 Torre B, oficina 1201. Bogotá, Colombia

Croatia

UniCredit Bank Austria A.G.

Schottengasse 6-8, A-1010, Vienna, Austria.

Cyprus

Citibank International plc

8 Othonos Street - 4th floor, Athens 10557, Greece

Czech Republic

UniCredit Bank Czech Republic and Slovakia, a. s.

UniCredit Bank Czech Republic and Slovakia, a. s. BB Centrum - Filadelfie Zeletavska 1525/1 140 92 Praha 4 - Michle

Denmark

Nordea Bank Danmark A/S

Nordea Bank Danmark A/S, Strandgade 3, 1401 Copenhagen K, Denmark.

Egypt

Citibank NA

8 Ahmed Pasha Street, Garden City, Cairo, Egypt

Estonia

Swedbank AS

Liivalaia 8, 15040, Tallinn, Estonia

Euroclear

Euroclear Bank S.A./N.V.

1 Boulevard du Roi Albert II, B1210 Brussels, Belgium

Finland

Nordea Bank Finland plc

VC210, Aleksis Kiven Katu 3-5, Helsinki, FIN-00020.

France

BNP Paribas Securities Services

Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France

Germany

Deutsche Bank AG

Taunusanlage 12 60262 Frankfurt am Main Germany

Ghana

Standard Chartered Bank Ghana Limited

Standard Chartered Bank, Standard Bank Building, High Street, P.O. Box 768, Accra, Ghana

Greece

Citibank International plc

8 Othonos Street, 4th Floor, 10557 Athens, Greece

Hong Kong

The Hongkong & Shanghai Banking Corporation Limited

Custody and Clearing HSBC Securities Services 2/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong

Hungary

UniCredit Bank Hungary Zrt

Szabadsag ter 5-6, HU-1054, Budapest, Hungary.

India

Citibank, N.A.

FIFC, 11th Floor, C-54 & C-55, G Block, Bandra Kurla Complex, Bandra - East, Mumbai 400051, India

Indonesia

Standard Chartered Bank

Menara Standard Chartered, 5th Floor, Jl. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia

Ireland

The Northern Trust Company, London

50 Bank Street, Canary Wharf, London, E145NT, United Kingdom

Israel

Bank Leumi Le-Israel BM

24-32 Yehuda Halevi Street, Tel-Aviv, Israel

Italy

BNP Paribas Securities Services

Via Ansperto 5, 20123, Milan, Italy.

Japan

The Hongkong & Shanghai Banking Corporation Limited

Custody and Clearing, 6F HSBC Building, 11-1 Nihonbashi 3-chome, Chuo-Ku, Tokyo, Japan, 103-0027

Jordan

HSBC Bank Middle East Limited

PO Box 925286, 5th Circle, Amman, 11190, Jordan

Kazakhstan

HSBC Bank Kazakhstan JSC

Al-Farabi Avenue 77/7, Business Center "Essentai', 050060 Almaty, Republic of Kazakhstan.

Kenya

Standard Chartered Bank Kenya Limited

Standard Chartered Bank Kenya, 48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya

Kuwait

HSBC Bank Middle East Limited

Kuwait City, Qibla Area, Hamad Al-Saqr Street, Kharafi Tower, G/1/2 Floors, PO Box 1683, Safat 13017, Kuwait

Latvia

Swedbank AS

Balasta dambis 1a, Riga, LV-1048, Latvia.

Lebanon

HSBC Bank Middle East Limited

PO Box 11-1380, Riad El Solh, Beirut 1107 2080

Lithuania

SEB Bankas

Gedimino pr. 12, LT-2600, Vilnius, Lithuania.

Luxembourg

Euroclear Bank S.A./N.V.

1 Boulevard du Roi Albert II B1210 Brussels Belgium

Malaysia

HSBC Bank Malaysia Berhad

Custody and Clearing, 12th Floor, South Tower, No.2 Leboh Ampang, 50100 Kuala Lumpur, Malaysia

Mauritius

The Hongkong & Shanghai Banking Corporation Limited

HSBC Centre, 18 Cybercity, Ebene, Mauritius

Mexico

Banco Nationale de Mexico, S.A.

Banco Nacional de Mexico, S.A. (Banamex), Reforma 490 - Piso 3 Col. Sante Fe, C.P. 01219 Mexico DF

Morocco

Societe Generale Marocaine de Banques

55 Boulevard Abdelmoumen, 20100, Casablanca, Morocco

Namibia

Standard Bank Namibia Limited

Standard Bank Center, Corner Werner List Street and Postal Street Mall - 2nd Floor, Windhoek, Namibia

Netherlands

Deutsche Bank AG

Direct Securities Services, de Entree 99 - 197, 1101, HE Amsterdam, Netherlands

New Zealand

The Hongkong and Shanghai Banking Corporation Limited

HSBC House, Level 9, 1 Queen Street, Auckland, New Zealand

Nigeria

Stanbic IBTC Bank Plc

PHYSICAL ADDRESS: Walter Carrington Crescent, Victoria Island Lagos POSTAL ADDRESS: PO Box 54746 Falomo Ikoyi Nigeria

Norway

Nordea Bank Norge ASA

Essendropsgate 7, NO-0368, Oslo, Norway.

Oman

HSBC Bank Oman SAOG

Al Khuwair, PO Box 1727 PC 111, Seeb, Sultanate of Oman.

Pakistan

Citibank, N.A.

AWT Plaza, 1.1 Chundrigar Road, PO Box 4889, Karachi, Pakistan, 74200.

Palestine

HSBC Bank Middle East Limited

PO Box 2067, Ramallah, Palestine

Panama

Citibank, N.A., Panama Branch

Boulevard Punta Pacifica, Torre de las Americas, Apartado 0834-00555, Panama City, Panama

Peru

Citibank del Peru S.A.

WWSS - 3 er Piso, Av. Canaval y Moreyra#480, San Isidro, Lima 27 - Peru.

Philippines

The Hongkong & Shanghai Banking Corporation Limited

7/F HSBC Centre, 3058 Fifth Avenue West, Bonifacio Global City, Taguig City 1634, Philippines

Poland

Bank Polska Kasa Opieki SA

53/57 Grzybowska Str, 00-950 Warsaw, Poland.

Portugal

BNP Paribas Securities Services

Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France

Qatar

HSBC Bank Middle East Limited

3rd Floor, Ali Bin Ali Building, Al Matar Street #950, BLDG 150, Ummoglina, Area 27, Doha, Qatar.

Republic of Korea

The Hongkong & Shanghai Banking Corporation Limited

5/F, HSBC Building, #25 Bongrae-dong 1-ga, Chung-ku, Seoul, South Korea

Romania

ING Bank N.V.

Boulevard Iancu de Hunedoara 48, 011745, Sector 1, Bucharest, Romania.

Russia

ING Bank (Eurasia) ZAO

Krasnoproletarskaya Ulitsa 36, 127473 Moscow, Russian Federation.

Saudi Arabia

HSBC Saudi Arabia Limited

HSBC Building, 2nd Floor, Olaya Road, Al-Murooj, P O Box 9084, Riyadh 11413, Saudi Arabia.

Serbia

UniCredit Bank Austria A.G.

UniCredit Bank Austria AG, Schottengasse 6-8, A-1010, Vienna, Austria.

Singapore

DBS Bank Ltd

10 Toh Guan Road, Level 04-11 (4B), Jurong Gateway, Singapore 608838

Slovak Republic

ING Bank N.V.

Jesenskeho 4/C, 811 022 Bratislava, Slovak Republic

Slovenia

UniCredit Banka Slovenija d.d.

Smartinska 140 SI-1000, Ljubljana, Slovenia.

South Africa

The Standard Bank of South Africa Limited

Financial Asset Services Division, 25 Sauer Street, Johannesburg 2000, South Africa

Spain

BNP Paribas Securities Services

C/Ribera del Loira 28, 3rd Floor 28042 Madrid, Spain

Sri Lanka

Standard Chartered Bank

Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka

Swaziland

Standard Bank Swaziland Limited

Swazi Plaza, Mbabane, Swaziland

Sweden

Svenska Handelsbanken AB (publ)

Nordic Custody Services, Blasieholmstorg 12, SE-106 70, Stockholm, Sweden

Switzerland

Credit Suisse AG

Parade-platz 8, 8001, Zurich, Switzerland

Taiwan

Bank of Taiwan

49 Wu Chang Street, Sec. 1, Taipei 100, Taiwan, Republic of China.

Tanzania

Standard Chartered Bank Tanzania Limited

2nd Floor, International HouseShaaban Robert St/Garden Avenue, PO Box 9011, Dar es Salaam

Thailand

Citibank, N.A.

Securities and Fund Services, Citibank, N.A. Bangkok, 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110, Thailand

Trinidad & Tobago

Republic Bank Limited

9-17 Park Street, Port of Spain, Republic of Trinidad and Tobago

Tunisia

Banque Internationale Arabe de Tunisie

70-72 Avenue Habib Bourguiba, 1000 Tunis, Tunisia.

Turkey

Deutsche Bank 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, 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 S.A.

Zabala 1463, 11000 Montevideo, Uruguay.

Venezuela

Citibank NA, Caracas Branch

Av. Casanova, C.C. el Recreo, Torre Norte, Piso 19 Caracas 1050, Venezuela

Vietnam

HSBC Bank (Vietnam) Ltd

Centre Point, 106 Nguyen Van Troi Street, Phu Nhuan District, Ho Chi Minh City, Vietnam.

West Africa

United Bank for Africa plc

Blvd Botreau-Roussel - Le Plateau 17 BP 808 Abidjan 17 (Côte d'Ivoire).

Zambia

Standard Chartered Bank Zambia plc

Standard Chartered Bank, Standard House, Cairo Road, P.O. Box 32238, Lusaka, Zambia.

Zimbabwe

Standard Chartered Bank (Mauritius) Limited (Hub arrangement used to access this market)

Units 6a and 6b Raffles Tower, Cyber City, Ebene, Mauritius

EX-99.77Q1 OTHR EXHB 8 q77q1_forsubcustodiansssbt.htm SUB CUSTODIAN SSB

Exhibit 77Q1 - Additional Items

Item 15

Foreign Sub-Custodian Network for State Street Bank & Trust

 

 

 

 

Country

Subcustodian Name

City

Postal Code

Argentina

Citibank, N.A.

Buenos Aires

1036

Australia

The Hongkong and Shanghai Banking Corporation Limited

Sydney

2000

Australia

Citigroup Pty. Limited

Melbourne

3000

Austria

UniCredit Bank Austria AG

Vienna

A-1090

Austria

Deutsche Bank AG

Vienna

A-1010

Bahrain

HSBC Bank Middle East Limited

Kingdom of Bahrain

428

Bangladesh

Standard Chartered Bank

Dhaka

1212

Belgium

Deutsche Bank AG, Netherlands

Amsterdam, Netherlands

1101

Benin

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan, Ivory Coast

17 BP 1141

Bermuda

HSBC Bank Bermuda Limited

Hamilton

HM06

Bosnia and Herzegovina (Federation of)

UniCredit Bank d.d.

Sarajevo

71 000

Botswana

Standard Chartered Bank Botswana Limited

Gaborone

Postal codes are not used in Botswana

Brazil

Citibank, N.A.

São Paulo

SP 01311-920

Bulgaria

ING Bank N.V.

Sofia

1404

Bulgaria

UniCredit Bulbank AD

Sofia

1000

Burkina Faso

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan, Ivory Coast

17 BP 1141

Canada

State Street Trust Company Canada

Toronto

M5C 3G6

Chile

Banco Itaú Chile

Santiago

Postal codes are not used in Chile

People's Republic of China (Shanghai and Shenzhen)

HSBC Bank (China) Company Limited

Pudong, Shanghai

200120

People's Republic of China (Shanghai and Shenzhen)

China Construction Bank Corporation (A shares only)

Beijing

100032-33

Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria

Bogotá

Postal codes are not used in Colombia

Costa Rica

Banco BCT S.A.

San José

Postal codes are not used in Costa Rica

Croatia

Privredna Banka Zagreb d.d.

Zagreb

10000

Croatia

Zagrebacka Banka d.d.

Zagreb

10000

Cyprus

BNP Paribas Securities Services, S.C.A

Athens

115 28

Czech Republic

Ceskoslovenská obchodni banka, a.s.

Prague

150 57

Czech Republic

UniCredit Bank Czech Republic and Slovakia, a.s.

Praha

140 92

Denmark

Skandinaviska Enskilda Banken AB (publ)

Copenhagen

1577

Denmark

Nordea Bank AB (publ)

Copenhagen

900

Ecuador

Banco de la Producción S.A. PRODUBANCO

Quito

Postal codes are not used in Ecuador

Egypt

HSBC Bank Egypt S.A.E.

Cairo

Postal codes are not used in Egypt

Estonia

AS SEB Pank

Tallinn

15010

Finland

Skandinaviska Enskilda Banken AB (publ)

Helsinki

SF-00101

Finland

Nordea Bank AB (publ

Helsinki

500

France

Deutsche Bank AG

Amsterdam, Netherlands

1101

Republic of Georgia

JSC Bank of Georgia

Tbilisi

0160

Germany

Deutsche Bank AG

Eschborn

D-65760

Ghana

Standard Chartered Bank Ghana Limited

Accra

Postal codes are not used in Ghana

Greece

BNP Paribas Securities Services, S.C.A

Athens

115 28

Guinea-Bissau

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan, Ivory Coast

17 BP 1141

Hong Kong

Standard Chartered Bank (Hong Kong) Limited

Kwun Tong

Postal codes are not used in Hong Kong

Hungary

UniCredit Bank Hungary Zrt.

Budapest

H-1054

Iceland

Landsbankinn hf.

Reykjavik

155

India

Deutsche Bank AG

Mumbai

400 063

India

The Hongkong and Shanghai Banking Corporation Limited

Mumbai

139-140 B

Indonesia

Deutsche Bank AG

Jakarta

10310

Ireland

State Street Bank and Trust Company, United Kingdom Branch

Edinburgh

EH5 2AW

Israel

Bank Hapoalim B.M.

Tel Aviv

61000

Italy

Deutsche Bank S.p.A.

Milan

20121

Ivory Coast

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan, Ivory Coast

17 BP 1141

Jamaica

Scotia Investments Jamaica Limited

Kingston

10

Japan

Mizuho Bank Limited

Tokyo

104-0052

Japan

The Hongkong and Shanghai Banking Corporation Limited

Tokyo

103-0027

Jordan

HSBC Bank Middle East Limited

Amman

11190

Kazakhstan

SB HSBC Bank Kazakhstan JSC

Almaty

50040

Kenya

Standard Chartered Bank Kenya Limited

Nairobi

00100 GPO

Republic of Korea

Deutsche Bank AG

Seoul

100-752

Republic of Korea

The Hongkong and Shanghai Banking Corporation Limited

Seoul

100-161

Kuwait

HSBC Bank Middle East Limited

Safat

13017

Latvia

AS SEB Banka

Rigas raj

LV-1076

Lebanon

HSBC Bank Middle East Limited

Beirut

1107 2080

Lithuania

AB SEB Bankas

Vilnius

LT 2600

Malaysia

Standard Chartered Bank Malaysia Berhad

Kuala Lumpur

50250

Malaysia

Deutsche Bank (Malaysia) Berhad

Kuala Lumpur

50250

Mali

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan Ivory Coast

17 BP 1141

Mauritius

The Hongkong and Shanghai Banking Corporation Limited

Ebene

Postal codes are not used in Mauritius

Mexico

Banco Nacional de México S.A.

Santa Fe

DF 01210

Morocco

Citibank Maghreb

Casablanca

20190

Namibia

Standard Bank Namibia Limited

Windhoek

Postal codes are not used in Namibia

Netherlands

Deutsche Bank AG

Amsterdam

1101 HE

New Zealand

The Hongkong and Shanghai Banking Corporation Limited

Auckland

1010

Niger

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan Ivory Coast

17 BP 1141

Nigeria

Stanbic IBTC Bank Plc.

Victoria Island, Lagos

101007

Norway

Skandinaviska Enskilda Banken AB (publ)

Oslo

N-0123

Norway

Nordea Bank AB

Oslo

368

Oman

HSBC Bank Oman S.A.O.G.

Seeb

PC 111

Pakistan

Deutsche Bank AG

Karachi

74000

Palestine

HSBC Bank Middle East Limited

Ramallah, West Bank

2119

Peru

Citibank del Péru, S.A.

Lima

27

Philippines

Deutsche Bank AG

Makati City

1226

Poland

Bank Handlowy w Warszawie S.A.

Warsaw

00-249

Portugal

Deutsche Bank AG, Netherlands

Amsterdam, Netherlands

1101 HE

Portugal

BNP Paribas Securities Services, S.C.A

Paris, France

Lt 1.19.01

Puerto Rico

Citibank, N.A.

San Juan

00926

Qatar

HSBC Bank Middle East Limited

Doha

Postal codes are not used in Qatar

Romania

ING Bank N.V.

Bucharest

011745

Russia

ING Bank (Eurasia) ZAO

Moscow

127473

Saudi Arabia

HSBC Saudi Arabia Limited

Riyadh

11413

Senegal

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan, Ivory Coast

17 BP 1141

Serbia

UniCredit Bank Serbia JSC

Belgrade

11000

Singapore

Citibank N.A.

Singapore

486026

Singapore

United Overseas Bank Limited

Singapore

069544

Slovak Republic

UniCredit Bank Czech Republic and Slovakia a.s.

Bratislava

SK-831 01

Slovenia

UniCredit Banka Slovenija d.d.

Ljubljana

1000

South Africa

FirstRand Bank Limited

Johannesburg

2001

South Africa

Standard Bank of South Africa Limited

Johannesburg

2000

Spain

Deutsche Bank S.A.E.

Madrid

28020

Sri Lanka

The Hongkong and Shanghai Banking Corporation Limited

Colombo

01

Republic of Srpska

UniCredit Bank d.d.

Sarajevo

71 000

Swaziland

Standard Bank Swaziland Limited

Mbabane

H101

Sweden

Skandinaviska Enskilda Banken AB (publ)

Stockholm

SE-106 40

Sweden

Nordea Bank AB (publ)

Stockholm

105-71

Switzerland

UBS AG

Zurich

8098

Switzerland

Credit Suisse AG

Zurich

8070

Taiwan - R.O.C.

Deutsche Bank AG

Taipei

106

Taiwan - R.O.C.

Standard Chartered Bank (Taiwan) Limited

Taipei

105

Thailand

Standard Chartered Bank (Thai) Public Company Limited

Bangkok

10500

Togo

Standard Chartered Bank Côte d'Ivoire S.A.

Abidjan Ivory Coast

17 BP 1141

Trinidad & Tobago

Republic Bank Limited

Port of Spain

Postal codes are not used in Trinidad and Tobago

Tunisia

Banque Internationale Arabe de Tunisie

Tunis Cedex

1080

Turkey

Citibank, A.S.

Levent, Istanbul

34394

Turkey

Deutsche Bank, A.S.

Levent, Istanbul

34394

Uganda

Standard Chartered Bank Uganda Limited

Kampala

Postal codes are not used in Uganda

Ukraine

ING Bank Ukraine

Kiev

04070

United Arab Emirates - ADX

HSBC Bank Middle East Limited

Dubai

Postal codes are not used in the United Arab Emirates

United Arab Emirates - DFM

HSBC Bank Middle East Limited

Dubai

Postal codes are not used in the United Arab Emirates

United Arab Emirates - DIFC

HSBC Bank Middle East Limited

Dubai

Postal codes are not used in the United Arab Emirates

United Kingdom

State Street Bank and Trust Company

Edinburgh

EH5 2AW

United States

State Street Bank and Trust Company

Boston

02110

Uruguay

Banco Itaú Uruguay S.A.

Montevideo

11000

Venezuela

Citibank, N.A.

Caracas

1050

Vietnam

HSBC Bank (Vietnam) Limited

Ho Chi Minh City

Postal codes are not used in Vietnam

Zambia

Standard Chartered Bank Zambia Plc.

Lusaka

10101

Zimbabwe

Stanbic Bank Zimbabwe Limited

Harare

Postal codes are not used in Zimbabwe

EX-99.77Q1 OTHR EXHB 9 q77q1_managementcontract_1.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY BLUE CHIP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Blue Chip Growth Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than "an appropriate index" (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: The performance period equals 36 months, the current month plus the previous 35 months. An adjustment to the monthly Basic Fee will be made by applying the Performance Adjustment Rate to the average net assets of the Portfolio over the performance period. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio's investment performance will be based on the performance of the retail class.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period. The resulting dollar amount is added or deducted from the Basic Fee.

(e) The Index shall be the Russell 1000 Growth Index. For the 35-month period commencing on June 1, 2006 (such period hereafter referred to as the Transition Period), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance against the blended investment records of the Index and the index used to calculate the Portfolio's Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the the retail class of Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the calculation shall include only the investment record of the Index.

Subject to the requirements of the 1940 Act and the Investment Advisers Act of 1940, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the "Successor Index"). On the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser), the Performance Adjustment Rate shall be calculated by blending the index investment record of the Successor Index and the then current Index, as provided above in this sub-paragraph.

(f) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

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

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Blue Chip Growth Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 10 q77q1_managementcontract_2.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY DIVIDEND GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Dividend Growth Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and the Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. The Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the Standard & Poor's 500 Stock Price Index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: The Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio's investment performance will be based on the performance of the retail class.

The performance period will commence the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Dividend Growth Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 11 q77q1_managementcontract_3.htm MANAGEMENT CONTRACT

AMENDED AND RESTATED
MANAGEMENT CONTRACT
BETWEEN
FIDELITY SECURITIES FUND:
FIDELITY GROWTH & INCOME PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013, 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 Growth & Income Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and the Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

Over 1,845

.2019

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.20%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instruments.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Growth & Income Portfolio

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 12 q77q1_managementcontract_4.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND

FIDELITY LEVERAGED COMPANY STOCK FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Leveraged Company Stock Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

1,260 - 1,386

1,386- 1,525

1,525 - 1,677

1,677- 1,845

.2204

.2167

.2130

.2093

.2056

over - 1,845

.2019

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.35%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

FIDELITY SECURITIES FUND

on behalf of Fidelity Leveraged Company Stock Fund

 

 

By

/s/Kenneth B. Robins

 

Kenneth B. Robins

President and Treasurer

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

By

/s/William E. Dailey

 

William E. Dailey

Treasurer

EX-99.77Q1 OTHR EXHB 13 q77q1_managementcontract_5.htm MANAGEMENT CONTRACT

AMENDED AND RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY OTC PORTFOLIO

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013 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 OTC Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract, shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. The Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the NASDAQ Composite Index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

Over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.35%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: The Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio's investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect starting with the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission"), or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity OTC Portfolio

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 14 q77q1_managementcontract_6.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY REAL ESTATE INCOME FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 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.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

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, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Real Estate Income Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 15 q77q1_managementcontract_7.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND

FIDELITY SERIES REAL ESTATE INCOME FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August 2013, 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.

Required authorization and approval by Trustees having been obtained, the Trust, on behalf of the Fund, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Trust and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.

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, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

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

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

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

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

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

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

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

 

FIDELITY 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/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 16 q77q1_managementcontract_8.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES SMALL CAP OPPORTUNITIES FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Small Cap Opportunities Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.45%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio's investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class of the Portfolio, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) The Index shall be the Russell 2000. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the "Successor Index") as provided in this sub-paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the "Transition Period"), the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio's Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the 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 Small Cap
Opportunities Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 17 q77q1_managementcontract_9.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SMALL CAP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Small Cap Growth Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in the sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be .45%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) The Index shall be the Russell 2000 Growth Index. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the "Successor Index") as provided in this sub-paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the "Transition Period"), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio's Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretative releases of, the Commission.

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

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

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

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

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Small Cap Growth Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 18 q77q1_managementcontract_10.htm MANAGEMENT CONTRACT

AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SMALL CAP VALUE FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2013, 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 Small Cap Value Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2013.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. The Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be .45%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: The Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

The performance period will commence with the first day of the first full month following the Portfolio's commencement of operations. During the first eleven months of the performance period for the Portfolio, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the Portfolio as of the last business day of such period. In computing the investment performance of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

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

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

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

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

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

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

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

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Small Cap Value Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

EX-99.77Q1 OTHR EXHB 19 q77q1_managementcontract_11.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES BLUE CHIP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of September, 2013, 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 "Trust"), on behalf of Fidelity Series Blue Chip Growth Fund (hereinafter called the "Fund"), 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 Fund and shall, subject to the supervision of the Trust's Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund'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 Fund may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "interested persons" of the Trust or of the Adviser and of all personnel of the Trust 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 Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust'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 Trust. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, 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 Trust's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund'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 Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust'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 Trust's Board of Trustees with respect to Trust 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 Fund'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 Fund 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 Fund 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 Fund 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 Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Fund.

2. It is understood that the Trustees, officers and shareholders of the Trust 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 Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Fund experienced better or worse performance than an appropriate index (the "Index"). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Fund over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Fund over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

over 1,845

.2019

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.

(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Fund (computed in the manner set forth in the Trust's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c) Performance Adjustment Rate: Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Fund and the Index each being calculated to the nearest 0.01%) that the Fund's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Fund, the Fund's investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Fund's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Fund on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Fund as of the last business day of such period. In computing the investment performance of the retail class of the Fund and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Fund, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d) Performance Adjustment. One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Fund (computed in the manner set forth in the Trust's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e) The Index shall be the Russell 1000 Growth Index. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the "Successor Index") as provided in this sub-paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Trust, on behalf of the Fund, and the Adviser) (the "Transition Period"), the Performance Adjustment Rate shall be calculated by comparing the Fund's investment performance against the blended investment records of the Successor Index and the index used to calculate the Fund's Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Fund's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Fund's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36-month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4. It is understood that the Fund will pay all its expenses, which expenses payable by the Fund 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 Trust's Trustees other than those who are "interested persons" of the Trust 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 Trust and the Fund'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 Fund; (viii) all other expenses incidental to holding meetings of the Fund'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 Fund is a party and the legal obligation which the Fund may have to indemnify the Trust's Trustees and officers with respect thereto.

5. The services of the Adviser to the Fund 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 Fund 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 Fund or to any shareholder of the Fund 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, 2015 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 Trust or by vote of a majority of the outstanding voting securities of the Fund.

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

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust 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 Fund by vote of a majority of the outstanding voting securities of the Fund. 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 Trust's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other funds of the Trust. 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 Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

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 Blue Chip Growth Fund

 

 

 

 

By

/s/Kenneth B. Robins

 

 

Kenneth B. Robins
President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

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

By

/s/William E. Dailey

 

 

William E. Dailey
Treasurer

EX-99.77Q1 OTHR EXHB 20 q77q1_subadvisory.htm SUB ADVISORY

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of September, 2013, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer 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 ´´Trust"), on behalf of Fidelity Series Blue Chip Growth Fund (hereinafter called the ´´Fund"), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, 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 Fund's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund'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 Fund may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund. The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust'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 Trust's Board of Trustees with respect to Fund 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 Fund'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 Fund 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 Fund 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 Fund 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 Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

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 Fund is obligated to pay the Adviser under the Fund's Management Contract with the Adviser in respect of that portion of the Fund'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 Trust 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 Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4. It is understood that the Fund 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 Fund.

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 Trust.

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 Fund 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, 2015 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 Fund.

(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 Trust 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 Fund 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 Trust, on behalf of the Fund, 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 Trust and agrees that any obligations of the Trust or the Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund. 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.

 

FMR CO., INC.

 

 

 

BY:

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/William E. Dailey

 

 

William E. Dailey

 

 

Treasurer