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.
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.
Exhibit 77Q1 - Additional Items
Item 15
Brown Brothers Harriman & Co. |
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Global Subcustodian Network |
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|
|
|
|
Market |
Subcustodian |
Zip Code |
City / Country |
Argentina |
CITIBANK, N.A. - BUENOS AIRES BRANCH |
C1036AAJ |
Buenos Aires / Argentina |
Australia |
HSBC BANK AUSTRALIA LIMITED FOR THE HONGKONG AND |
2000 |
Sydney / Australia |
Austria |
Deutsche Bank AG Vienna Branch |
1010 |
Vienna / Austria |
Bahrain |
HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE |
428 |
Manama / Bahrain |
Bangladesh |
Standard Chartered Bank, Bangladesh Branch |
1000 |
Dhaka / Bangladesh |
Belgium |
BNP Paribas Securities Services |
93500 |
Brussels / Belgium |
Bermuda |
HSBC BANK BERMUDA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
HM11 |
Hamilton / Bermuda |
Bosnia |
UNICREDIT BANK D.D. FOR UNICREDIT BANK AUSTRIA AG |
1090 |
Vienna / Austria |
Botswana |
STANBIC BANK BOTSWANA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
Not Applicable |
Gaborone / Botswana |
Brazil |
Citibank N.A., São Paulo |
01311-920 |
Sao Paulo / Brazil |
Bulgaria |
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 |
50010 |
Almaty / Kazakhstan |
Kenya |
CFC STANBIC BANK LIMITED FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
00200 |
Nairobi / Kenya |
Kuwait |
HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE |
13017 |
Kuwait City, Kuwait |
Latvia |
SWEDBANK" AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) |
FI-00020 NORDEA |
Helsinki / Finland |
Lebanon |
HSBC BANK MIDDLE EAST LIMITED - LEBANON BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
Not Applicable |
Beirut / Lebanon |
Lituania |
"SWEDBANK" AB FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) |
FI-00020 NORDEA |
Helsinki / Finland |
Luxembourg |
KBL European Private Bankers S.A. |
L-2955 |
Luxembourg |
Malaysia |
Standard Chartered Bank Malaysia Berhad for Standard Chartered Bank |
50250 |
Kuala Lumpur / Malaysia |
Mauritius |
Hongkong & Shanghai Banking Corporation (HSBC), Mauritius Branch |
Not Applicable |
Port Louis / Mauritius |
Mexico |
Banco Nacional de Mexico, S.A. (Banamex) for Citibank N.A. |
1210 |
Mexico City / Mexico |
Morocco |
Citibank Maghreb for Citibank N.A. |
20190 |
Casablanca / Morocco |
Namibia |
Standard Bank Namibia Ltd for Standard Bank of South Africa Limited |
Not Applicable |
Windhoek / Namibia |
Netherlands |
BNP Paribas Securities Services, |
93500 |
Amsterdam / Netherlands |
New Zealand |
Hongkong & Shanghai Banking Corporation Limited (HSBC), New Zealand Branch |
1010 |
Auckland / New Zealand |
Nigeria |
Stanbic IBTC Bank Plc for Standard Bank of South Africa Limited |
101007 |
Lagos / Nigeria |
Norway |
NORDEA BANK NORGE ASA FOR NORDEA BANK NORGE ASA AND NORDEA BANK AB (PUBL) |
NO-0107 |
Oslo / Norway |
Oman |
HSBC BANK OMAN SAOG FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
PC 112 |
Ruwi / Oman |
Pakistan |
STANDARD CHARTERED BANK (PAKISTAN) LIMITED FOR STANDARD CHARTERED BANK |
74000 |
Karachi / Pakistan |
Palestine |
HSBC BANK MIDDLE EAST LIMITED - PALESTINE BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
Not Applicable |
Ramallah / Palestine |
Peru |
Citibank del Peru S.A. for Citibank N.A. |
27 |
Lima / Peru |
Philippines |
Hongkong & Shanghai Banking Corporation (HSBC), Philippine Branch |
1634 |
Manila / Philippines |
Poland |
Bank Handlowy w Warszawie SA (BHS) for Citibank N.A. |
00-923 |
Warsaw / Poland |
Portugal |
BNP Paribas Securities Services |
93500 |
Paris / France |
Qatar |
HSBC BANK MIDDLE EAST LTD - QATAR BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED |
JE4 8UB |
Doha / Qatar |
Romania |
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 |
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 |
Not Applicable |
Mbabane / Swaziland |
Sweden |
Skandinaviska Enskilda Banken AB (publ) |
SE-106 40 |
Stockholm / Sweden |
Switzerland |
UBS AG |
CH-8098 |
Zurich / Switzerland |
Taiwan |
Standard Chartered Bank (Taiwan) Ltd. For Standard Chartered Bank |
105 |
Taipei / Taiwan |
Tanzania |
STANDARD CHARTERED BANK TANZANIA LIMITED AND STANDARD CHARTERED BANK (MAURITIUS) LIMITED FOR STANDARD CHARTERED BANK |
Not Applicable |
Port Louis / Mauritius |
Thailand |
Hongkong & Shanghai Banking Corporation Limited (HSBC), Thailand Branch |
10500 |
Bangkok / Thailand |
Transnational |
Brown Brothers Harriman & Co. (BBH & Co.) |
10005-1101 |
Boston, MA / New York, NY |
Trinidad & Tobago |
REPUBLIC BANK LIMITED |
Not Applicable |
Port of Spain / Trinidad & Tobago |
Tunisia |
BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT) |
1080 |
Tunis / Tunisia |
Turkey |
Citibank Anonim Sirkiti for Citibank N.A. |
34394 |
Istanbul / Turkey |
Uganda |
STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD |
256 |
Kampala / Uganda |
Ukraine |
PJSC ING BANK UKRAINE FOR ING BANK N.V. AND PJSC ING BANK UKRAINE |
4070 |
Kiev / Ukraine |
United Arab Emirates |
HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) |
337-1500 |
Dubai / UAE |
United Kingdom |
HSBC Bank Plc |
E14 5HQ |
London / UK |
Uruguay |
BANCO ITAÚ URUGUAY S.A. FOR BANCO ITAÚ URUGUAY S.A. AND ITAÚ UNIBANCO S.A. |
11000 |
Montevideo / Uruguay |
Venezuela |
Citibank, N.A., Caracas Branch |
1050 |
Caracas / Venezuela |
Vietnam |
HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI |
Not Applicable |
Hanoi, Vietnam |
Zambia |
STANBIC BANK ZAMBIA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
10101 |
Lusaka / Zambia |
Zimbabwe |
STANBIC BANK ZIMBABWE LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED |
Not Applicable |
Harare / Zimbabwe |
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for Citibank, N.A. |
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|
|
Country |
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 |
|
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.* |
|
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 |
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 |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Blue Chip Growth Fund |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY 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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Dividend Growth Fund |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED AND RESTATED
MANAGEMENT CONTRACT
BETWEEN
FIDELITY 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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
Over 1,845 |
.2019 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.20%.
The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.
(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) 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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Growth & Income Portfolio |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY 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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 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 |
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|
FIDELITY MANAGEMENT & RESEARCH COMPANY |
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|
|
By |
/s/William E. Dailey |
|
William E. Dailey Treasurer |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
Over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity OTC Portfolio |
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|
|
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By |
/s/Kenneth B. Robins |
|
|
Kenneth B. Robins |
|
|
President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
|
|
William E. Dailey |
|
|
Treasurer |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.
(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 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 |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
|
|
William E. Dailey |
|
|
Treasurer |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.
The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.
(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2014, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.
8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Series Real Estate Income Fund |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Series Small Cap |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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COMPANY |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY 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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Small Cap Growth Fund |
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|
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
|
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President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH |
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COMPANY |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY 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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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 |
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|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |
By |
/s/William E. Dailey |
|
|
William E. Dailey |
|
|
Treasurer |
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 |
Annualized |
0 - $3 billion |
.5200% |
3 - 6 |
.4900 |
6 - 9 |
.4600 |
9 - 12 |
.4300 |
12 - 15 |
.4000 |
15 - 18 |
.3850 |
18 - 21 |
.3700 |
21 - 24 |
.3600 |
24 - 30 |
.3500 |
30 - 36 |
.3450 |
36 - 42 |
.3400 |
42 - 48 |
.3350 |
48 - 66 |
.3250 |
66 - 84 |
.3200 |
84 - 102 |
.3150 |
102 - 138 |
.3100 |
138 - 174 |
.3050 |
174 - 210 |
.3000 |
210 - 246 |
.2950 |
246 - 282 |
.2900 |
282 - 318 |
.2850 |
318 - 354 |
.2800 |
354 - 390 |
.2750 |
390 - 426 |
.2700 |
426 - 462 |
.2650 |
462 - 498 |
.2600 |
498 - 534 |
.2550 |
534 - 587 |
.2500 |
587 - 646 |
.2463 |
646 - 711 |
.2426 |
711 - 782 |
.2389 |
782 - 860 |
.2352 |
860 - 946 |
.2315 |
946 - 1,041 |
.2278 |
1,041 - 1,145 |
.2241 |
1,145 - 1,260 |
.2204 |
1,260 - 1,386 |
.2167 |
1,386 - 1,525 |
.2130 |
1,525 - 1,677 |
.2093 |
1,677 - 1,845 |
.2056 |
over 1,845 |
.2019 |
(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.
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FIDELITY SECURITIES FUND |
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on behalf of Fidelity Series Blue Chip Growth Fund |
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By |
/s/Kenneth B. Robins |
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Kenneth B. Robins |
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FIDELITY MANAGEMENT & RESEARCH |
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COMPANY |
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By |
/s/William E. Dailey |
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William E. Dailey |
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.
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FMR CO., INC. |
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BY: |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |